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Donear Industries Ltd.

BSE: 512519 Sector: Industrials
NSE: DONEAR ISIN Code: INE668D01028
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VOLUME 4739
52-Week high 76.50
52-Week low 34.70
P/E 17.45
Mkt Cap.(Rs cr) 289
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.00
CLOSE 53.00
VOLUME 4739
52-Week high 76.50
52-Week low 34.70
P/E 17.45
Mkt Cap.(Rs cr) 289
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Donear Industries Ltd. (DONEAR) - Director Report

Company director report

Dear Members

Your Directors present the Thirty-Fifth Annual Report of the Company together with theAudited Financial Statements for the financial year ended March 312021.

Financial Performance

The financial performance of the Company is as follows:

(Rs. in Lakhs)

Particulars

Financial Year

2020-21 2019-20
Revenue from Operations 35760.78 54793.92
Other Income 412.63 463.47
Total Revenue 36173.41 55257.39
Profit before Depreciation and Amortisation expense Finance Costs and Tax expense 1907.48 5183.88
Less: Depreciation and Amortisation expense 951.23 915.62
EBIT 956.25 4268.26
Less: Finance Costs 1834.31 2422.20
Profit before Tax (878.06) 1846.06
Less: Tax expense (251.08) 650.99
Profit after Tax (626.98) 1195.07
Other Comprehensive Income (3.14) 5.94
Total Comprehensive Income (630.12) 1201.01
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic and Diluted (in Rs.) (121) 2.30

Review of Financial Performance

As you are all aware that the Financial Year 2020-21 went through a bad phase in thehistory of the Company due to adverse effects of COVID-19. The Company’s performancefor the first six months was quite low however things improved during the second half theFinance year. The Total Revenue from operations for Financial Year 2020-21 was Rs.36173.41 Lakhs as compared to Rs. 55257.39 Lakhs in previous Financial Year. The Companyincurred a loss of during the Financial Year Rs. (878.06) Lakhs as against profit of Rs.1846.06 Lakhs in the Previous Year due to this pandemic situation.

The Net Loss for the financial year was Rs. (626.98) Lakhs as against Profit of Rs.1195.07 Lakhs reported in the Previous Year.

The segment revenue from operations for Financial Year 2020-21

(a) Textile: Rs. 35145.44 Lakhs (Previous Year: Rs. 54021.25 Lakhs)

(b) Rental Business Rs. 615.34 Lakhs (Previous Year: Rs. 772.67 Lakhs). The segmentProfit before Tax for Financial Year 2020-21

(a) Textile: Rs. 1612.43 Lakhs (Previous Year: Rs. 4952.02 Lakhs)

(b) Rental Business Rs. 460.34 Lakhs (Previous Year: Rs. 611.58 Lakhs).

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport other than the impact of COVID-19 on the business operations of the Company.

Management Discussion and Analysis

1. Industry structure and developments:

The Indian textile industry is one of the largest in the world with a large unmatchedraw material base and manufacturing strength across the value chain. The uniqueness of theindustry lies in its strength both in the hand-woven sector as well as in the capitalintensive mill sector. The mill sector is the second largest in the world. Traditionalsectors like handloom handicrafts and small scale power-loom units are the biggest sourceof employment for millions of people in rural and semi urban area and also contribute tomore than 75% of total textiles production in the country.

The industry is extremely varied with hand-spun and hand-woven textiles sectors at oneend of the spectrum while the capital-intensive sophisticated mills sector on the otherend. The decentralized power looms/ hosiery and knitting sector forms the largestcomponent in the textiles sector. The close linkage of textiles industry to agriculture(for raw materials such as cotton) and the ancient culture and traditions of the countryin terms of textiles makes it unique in comparison to other industries in the country.India's textiles industry has a capacity to produce wide variety of products suitable fordifferent market segments both within India and across the world.

The textile industry is one of the largest sources of employment generation in thecountry with over 45 million people employed directly and another 6 crore people in alliedsectors including a large number of women and rural population. The sector has perfectalignment with Government's key initiatives of Make in India Skill India WomenEmpowerment and Rural Youth Employment

The major development that textile industry would witness is the demand of hygienicproduct where more focus should be given to produce and supply anti-bacterial andanti-viral fabrics

2. Opportunities Risk & Concern:

Textile manufacturing in India has been steadily recovering amid the pandemic. Thegovernment has announced various schemes to boost the economy and help small-scalebusinesses grow. The government has allowed 100% FDI by automatic route in the textilesector and it is supposed to attract USD 140 billion foreign investments in coming years.Government is encouraging to setup SITP (Scheme for Integrated Textile Parks) and TUFS(Technology Upgradation Fund Scheme). The textile industry is prepared for the new normal.As a citizen of India we should contribute in money circulation and help the textilemarket rise. The textile industry should also be prepared for any such situation which canarise in the future. India is blessed with a hardworking and exceptional workforce andsoon the Textile Industry will be witnessing its golden days.

Moreover 100% Foreign Direct Investment is allowed in the textile sector under theautomatic route which can also support to take the measures for increasing productionspending in cost effective technologies etc.

Though India has the best textile industry it also face numerous challenges likechanging tax structure at the state and central government levels making garmentsexpensive rising interest rates and labor wages and workers' salaries.

The Indian textile industry has its own limitations such as access to the latesttechnology and failures to meet global standards in the highly competitive export market.There is fierce competition from countries in the low-price garment market. In the globalmarket tariff and non-tariff barriers coupled with the quota are posing a major challengeto the Indian textile Industry. The environmental and social issues like child labour andpersonal safety norms are also some of the challenges for the textile industry in India.

3. Future Outlook of Textile Industry:

The outlook for the textile industry in India is quite optimistic. It is expected thatthe textile industry will continue to grow at an impressive rate. The Indian textileindustry currently estimated at around US$ 140 billion and is expected to grow at CAGR ofmore than 5%

The new textile policy aims to create an additional 35 million jobs. By 2022 theIndian textile sector will require additional 17 million workforce. The Government ofIndia is working on major initiatives and reforms in the Textile sector including launchof a ‘Mega Integrated Textile Region and Apparel (MITRA) Park' scheme to establishseven textile parks with state-of-the-art infrastructure common utilities and R&D labover a three-year period

The Union Budget 2020-21 has set the momentum to give the ailing Textile sector a newlease of life by announcing setting up of mega textile parks increasing duties on importof textile products and rationalizing the custom duty rates on imports of raw materialsallowing 100% FDI for the sector under automatic route assisting in the development ofimport substitution products and continuing of other Schemes for the Textile Industry. Allthis will provide the required impetus for the Textile Industry and help on the path ofspeedy recovery. Your Company is repositioning itself to the fast changing situation andexpects to come out stronger from this once-a century type of condition.

4. Human Resources / Industrial Relations front:

Your Company's HR showed a strategic and coherent approach in managing the talent andput an endeavor in employing people and developing their capacities utilizing andmaintaining their services. Our Company continuously carries out the necessaryimprovements to attract and retain the best talent which results in low attrition rates.

The Company's policy of providing on the job training has been instrumental indeveloping a good work force for the Company. Moreover the Company has an inductionprocess wherein employees are made familiar with the organization structure theirreporting authority various units/ plants location major achievements and other relatedfacts in order to make them congenial while working in the Company.

5. Risk Management and Internal control systems

The Company has in place a Risk Management framework through its Policy the mainobjective of which is to ensure sustainable business growth with stability and to promotea pro-active approach in reporting evaluating and resolving the risks which are materialin nature and are associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on material risk related issues. The policy is available on the website ofthe Company at the link:

http://www.donear.com/donear2006/downloads/RiskManagementPolicy.pdf.

Further the Company's activities are expose to credit risk liquidity risk marketrisk price risk and Interest Rate Risk. The sources of such risk and how Company managessuch risk and the impact thereof are provided in the relevant note forming part of theFinancial Statements which forms part of this Annual Report.

Internal Audit plays a key role in providing an assurance to the Board of Directorswith respect to the Company having adequate Internal Financial Control Systems. TheInternal Financial Control systems provide among other things reasonable assurance ofrecording the transactions of its operations in all material respects and of providingprotection against significant misuse or loss of Company’s assets. The Company hasadequate internal control system which commensurate with its size scale and complexitiesof its operations.

6. Forward looking statement

Statements in the Management Discussion & Analysis report describing the Company'sobjectives estimates or projections may be forward looking statements within the meaningof applicable securities law and regulations. Actual results may materially differ fromthose expressed or implied. Important factors that can make a difference to the Company'soperations include change in the main client's purchase procedures changes in Governmentregulations tax regimes economic outlook and other incidental factors.

Dividend

The Board at its meeting held on June 22 2021 has recommended a dividend of Rs. 0.20(10 %) per Equity Share of Rs. 2.00 each for the financial year ended March 312021subject to the approval of the Members of the Company at the ensuing Annual GeneralMeeting (AGM).

The Dividend if approved by the Members would entail a gross outflow of Rs. 104 Lakhsfor the financial year 2020-21 and it will be taxable in the hands of shareholders.

The provisions under Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") regarding formulatingDividend Distribution Policy are not applicable to the Company. Hence the Companydeclares the dividend by maintaining a balance between profit retention and a fairsustainable and consistent distribution of profits among its Members.

Transfer to General Reserves

The Board has decided not to transfer any amount to the General Reserve for the yearunder review.

Credit Rating

Your Company has obtained ratings from India Ratings and Research Private Limited("Ind-Ra"). During the year under review Ind-Ra have reaffirmed their ratingsto the Company's Fund-based / Non-fund-based working capital facilities and Term Loan.

For more details please refer the Corporate Governance Report which forms part ofthis Annual Report.

Issue of Equity Shares

During the year under review the Company hasen't issued any equity shares and there isno change in issued and paid-up capital of the Company. The Company has also not issuedany shares with differential voting rights.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 ("the Act") yourDirectors confirm that:

a) in the preparation of the annual accounts for the financial year ended March312021 the applicable accounting standards have been followed;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c) they have taken proper and sufficient care towards 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 irregularities;

d) the annual accounts are prepared on a going concern basis;

e) they have laid down Internal Financial Controls which are adequate and areoperating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act Mr. Ajay Agarwal(DIN:00227279) retires by rotation at the ensuing AGM and being eligible offers himselffor re-appointment. A resolution seeking Members' approval for his re-appointment formspart of the Notice. This re-appointment as a Director shall not constitute a break in hisappointment as Whole-time Director of the Company.

During the year The Board based on the recommendation of the Nomination andRemuneration Committee has appointed Mr. Govind Shridhar Shrikhande (DIN: 00029419) as anAdditional Director (Non-executive and Independent Director) in its meeting held onNovember 11 2019 and who holds office upto the date of the Thirty Fourth Annual GeneralMeeting in terms of Section 161(1) of the Act. Accordingly the Members of the Company atThirty Fourth Annual General Meeting held on September 25 2020 has appointed him as anIndependent Director of the Company for a period of 5 (Five) years Commencing fromNovember 112019 to November 10 2024

Mrs. Medha Pattanayak (DIN: 07157952) was appointed as an Independent Director of theCompany for a term of 5 (five) consecutive years from the conclusion of 29thAnnual General Meeting held on September 26 2015 up to the conclusion of Thirty FourthAnnual General Meeting. Accordingly the first tenure of Mrs. Medha Pattanayak asIndependent Directors has come to an end on September 25 2020.

The Board based on the recommendation of the Nomination and Remuneration Committee andperformance evaluation carried out by the Board have re-appointed Mrs. Medha Pattanayakas Independent Director of the Company for the second term of five consecutive years witheffect from September 26 2020 and recommended the same to the Members at Thirty FourthAnnual General Meeting of the Company. Accordingly Members of the Company at ThirtyFourth Annual General Meeting of the Company has re-appointed her as an IndependentDirector of the Company for second term of 5 (Five) years from September 26 2020 toSeptember 25 2025

Further during the year under review Mr. Anup Kumar Singh (DIN: 07343361) wasappointed as an Executive Professional Director of the Company for a term of 5 (five)consecutive years from the conclusion of Thirtieth Annual General Meeting held onSeptember 24 2016 up to upto November 18 2020. Accordingly the tenure of Mr. Anup KumarSingh as an Executive Professional Director has come to an end on November 18 2020.

The Board based on the recommendation of the Nomination and Remuneration Committee andperformance evaluation carried out by the Board have re-appointed Mr. Anup Kumar Singh asan Executive Professional Director of the Company for the further term of five consecutiveyears with effect from November 19 2020 and recommended the same to the Members atensuing Annual General Meeting of the Company. Accordingly a resolution seeking MembersApproval for his appointment as an Executive Director of the Company for the period of 5(Five) years forms part of this notice.

Additional information on appointment/re-appointment of directors as required underRegulation 36 of the Listing Regulations and Secretarial Standard on General Meetings("SS-2") is given in the Notice convening the forthcoming AGM.

Mr. Santanu Mukherjee Mrs. Medha Pattanayak and Mr. Govind Shrikhande IndependentDirectors hold office for their respective term. They are not liable to retire byrotation in terms of Section 149(13) of the Act.

The Company has received declarations from all the Independent Directors of the Companyconfirming that each of them meet the criteria of independence as provided in Section149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of theListing Regulations. In opinion of the Board they fulfill the conditions of independenceas specified in the Act and the Rules made thereunder and are independent of themanagement and also possess the requisite integrity experience expertise proficiencyand qualifications. There has been no change in the circumstances affecting their statusas Independent Directors of the Company.

The Independent Directors of the Company have undertaken requisite steps towards therenewal of their names in the data bank of Independent Directors maintained with theIndian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6of the Companies (Appointment & Qualifications of Directors) Rules 2014.

Further Ms. Sakshi Bajaj has resigned from the post of Company Secretary andCompliance officer with effect from January 11 2021. Consequent to such resignation andbased upon the recommendation of Nomination and Remuneration Committee Mr. Mayur Vajatwas appointed as Company Secretary and Compliance officer of the Company with effect fromFebruary 11 2021.

During the year under review the Board has also identified the list of core skillsexpertise and competencies of the Board of Directors as are required in the context of thebusiness and sector applicable to the Company and mapped with each of the Directors on theBoard. The same is disclosed in the Report of Corporate Governance forming part of theAnnual Report.

Number of Meetings of the Board

During the year under review six meetings of the Board of Directors of the Companywere held. The details of such Board meetings and attendance of Directors therein aregiven in the Corporate Governance Report which forms part of this Annual Report.

Subsidiary / Associate / Joint Venture Companies

The Company doesn’t have any Subsidiary Associate or Joint Venture. Accordinglythe provisions relating to consolidation of financials doesn’t apply on the Company.

Committees of the Board

The Board of Directors has constituted following Committees viz.:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee.

5. Risk Management Committee

The details of such Committees including their composition number of meetings held andattended and terms of reference as required under provisions of the Act and ListingRegulations are disclosed in the Corporate Governance Report which forms part of thisAnnual Report.

There were no instances where the Board had not accepted any of the recommendations ofthe Audit Committee.

Auditors and Auditors’ Report

Statutory Auditors

The Members of the Company Thirty Fourth Annual General Meeting of the Company held onSeptember 25 2020 approved the re-appointment of M/s. Kanu Doshi Associates LLPChartered Accountants (Firm Registration No. 104746W/W100096) as Statutory Auditors ofthe Company for the second term to hold office from the conclusion of the Thirty FourthAnnual General Meeting till the conclusion of Thirty Ninth AGM to be held in the year2025.

The Audit Report on the Financial Statements of the Company for financial year endedMarch 312021 is made part of this Annual Report. The Report does not contain anyqualification reservation adverse remark or disclaimer.

Secretarial Auditors

M/s. Yogesh Sharma & Co. Practicing Company Secretaries (Membership No. F11305 /Certificate of Practice No. 12366) were appointed as Secretarial Auditor to conduct thesecretarial audit of the Company as required under Section 204 of Act Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A ofListing Regulations.

The Secretarial Audit Report for the financial year 2020-21 is given as Annexure Awhich forms part of this Report.

The said Secretarial Audit Report does not contain any qualification reservation oradverse remark.

Cost Auditors

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are prepared and records have beenmaintained relating to Textile Division every year. The Cost Audit Report for the yearended March 312020 was filed with the Central Government within the prescribed time.

The Board of Directors on the recommendation of the Audit Committee has re-appointedM/s. Y. R. Doshi & Co. (Firm Registration No. 000003) Cost Accountants Mumbai asCost Auditors for undertaking Cost Audit for the financial year ending March 312021. TheCompany has received their written consent and confirmation that the appointment will bein accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directorson the recommendation of the Audit Committee and in terms of the Act and Rules therein. Aresolution seeking member’s approval for ratification of remuneration payable to CostAuditor forms part of the Notice convening Annual General Meeting.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsOfficers or Employees to the Audit Committee under Section 143(12) of the Act.

Significant and Material Orders

There were no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status of the Company and its operations in future.

Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of performance of its own the Committees thereof and theDirectors.

The Nomination and Remuneration Committee in order to facilitate the performanceevaluation process laid down the evaluation criteria for the performance of Executive /Non-Executive / Independent Directors Chairman of the Board Committees and the Board asa whole and approved specific evaluation forms.

These forms were circulated to each of the Director as applicable and Directors wererequested to provide their valuable feedbacks and suggestions on the overall functioningof the Board and its Committees. Accordingly Directors submitted their feedbacks onvarious parameters such as composition manner of circulating agenda for meetingsparticipations frequency of meetings timeliness and accuracy of informationinfrastructure for effective deliberations flow of information between Board andManagement contribution towards corporate performance internal control managementinformation system etc.

The performance of individual directors was evaluated on the basis of parameters suchas engagement leadership analysis knowledge and skills quality of decision makinginteractions ethics and integrity willingness to devote time and efforts corporategovernance relationships with stakeholders relationships with Management contributionattendance independent judgment etc.

The Independent Directors at their separate meeting held on February 08 2020 reviewedthe performance evaluation of Non-Independent Directors the Board as a whole theChairperson of the Board after taking into account the views of executive directors andnon-executive directors of the Company and also assessed the quality quantity andtimelines of flow of information between the Company Management and the Board.

Policy on Directors’ Remuneration

The Company's remuneration policy for Directors Key Managerial Personnel SeniorManagement Personnel and other employees as recommended by the Nomination and RemunerationCommittee and approved by Board from time to time has been disclosed in the CorporateGovernance Report which forms part of this Annual Report and also available at theCompany's website at http://www.donear.com/donear2006/downloads/Nomination&RemuneratonPolicy.pdf

Corporate Social Responsibility (CSR)

The composition and terms of reference of the Corporate Social Responsibility("CSR") Committee is provided in the Corporate Governance Report which formspart of this Annual Report.

The brief outline of the CSR policy of the Company and the initiatives undertaken bythe Company on CSR activities during the year under review are set out in Annexure B ofthis Report in the format prescribed in Companies (Corporate Social Responsibility Policy)Rules 2014.

Deposits from Public

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on March312021.

Corporate Governance Report

As per Regulation 34(3) read with Schedule V of the Listing Regulations the Company'sCorporate Governance Report for the year under review forms part of this Annual Report.

A certificate from the Statutory Auditors of the Company regarding the compliance withthe conditions of Corporate Governance as stipulated in regulations 17 to 27 and otherapplicable provisions of Listing Regulations is annexed to Corporate Governance Reportand forms part of this Report.

Particulars of Employees

The information pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given in Annexure C which forms part of thisReport.

Secretarial Standards

During the year under review the Company has complied with the requirements ofapplicable Secretarial Standards issued by the Institute of Company Secretaries of India(‘ICSI') in terms of Section 118(10) of the Act.

Disclosure Requirements

Details of familiarization programs for Independent Directors are available on thewebsite of the Company at the link: http://www.donear.com/donear2006/downloads/FamiliarizationProgrammeforIndependentDirectors.pdf

Policy for determining Materiality of Events of the Company is available on the websiteof the Company at the link: http://www.donear.com/donear2006/downloads/PolicyonCriteriafordeterminingMaterialityofEvents.pdf

Policy for archival of documents of the Company is available on the website of theCompany at the link: http://www.donear.com/donear2006/downloads/PolicyonPreservationofDocumentsandArchivalofDocuments.pdf

The code of conduct for Directors and senior management of the Company is available onthe website of the Company at the link: http://www.donear.com/donear2006/downloads/codeofconduct.pdf

There has been no change in the nature of business of the Company.

Vigil Mechanism / Whistle Blower Policy

The essence of Company's philosophy is based on fairness transparency accountabilityand responsibility aligned with best management practices and ethical values.

Accordingly Company has put in place Vigil Mechanism / Whistle Blower Policy for itsStakeholders to report genuine concerns that could have serious impact on the operationsand performance of business of the Company.

This Policy also aims to provide adequate safeguards against victimization ofdirectors employees and other stakeholders who use this policy / mechanism and containsthe provision of direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases.

This policy is available on the website of the Company at the link:http://www.donear.com/donear2006/downloads/WhistleBlowerPolicy.pdf.

Disclosure under the Sexual Harassment of Women at workplace (prevention prohibitionand redressal) Act 2013

In compliance with Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 ("POSH Act") the Company has constituted SexualHarassment Internal Complaints Committee chaired by Head of Human Resource Department whointroduced such Committee to female staff and imparted awareness on sexual harassment ofwomen at workplace.

All Women employees whether contractual permanent or temporary were made aware ofappropriate ways and methods of approaching and responding to sexual harassment concernsand incidents. Further they were made aware of the present law protecting them againstany sexual abuse and motivated them to share anything which they see absurd in relation totheir safety.

During the year under review there were no cases were reported to the Board under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Particulars of Loans Guarantees and Investments

During the year under review the Company has not made any investment. Further theCompany has not given any loans or corporate guarantee or provided any security during theyear.

The details of loans guarantees investments and security as required under theprovisions of Section 186 of the Companies Act 2013 are provided in the relevant noteforming part of the Financial Statements which forms part of this Annual Report.

Particulars of Contracts or Arrangements with Related Parties

During the year under review all transactions entered into by the Company with relatedparties were repetitive in nature in ordinary course of business on arm's length basisand were in compliance with the applicable provisions of the Act and the ListingRegulations.

All Related Party Transactions are placed before the Audit Committee and Board asapplicable for its review and approval and out of those the Related Party Transactionswhich are material or likely to be material are placed before shareholders for theirapproval. The particulars of contracts or arrangements with Related Parties referred to inSection 188(1) of the Act are provided in the prescribed Form AOC-2 which is annexed asAnnexure D which forms part of this Report.

The contracts/ arrangements /transactions with the related parties are necessary in theordinary course and have a significant role in the Company’s operations.

Moreover the Company has formulated a Policy on Related Party Transactions and alsoamended during the year to keep it in line with the Act and Listing Regulations and isavailable on the website of the Company at the link:http://www.donear.com/donear2006/downloads/ RelatedPartyTransactionsPolicy.pdf

Disclosure of transactions with related parties as required under Listing Regulationsand the applicable Accounting Standards is given in the relevant note forming part of theFinancial Statements.

Particulars Regarding Conservation of Energy Technology absorption and ForeignExchange Earnings and outgo

The particulars as required under Section 134(3)(m) of the Act read with Rule 8 ofCompanies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo are given in Annexure E which forms partof this Report.

Investors Education and Protection Fund ("IEPF")

The disclosure regarding amount of unclaimed/unpaid dividend and corresponding sharestransferred to the IEPF and other related details are disclosed in the CorporateGovernance Report which forms part of this Annual Report.

Annual Return

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013 copyof the Annual Return of the Company prepared in accordance with Section 92(1) of the Actread with Rule 11 of the Companies (Management and Administration)Rules 2014 may beaccessed on the Company's website at the link https://www.donear.com/donear2006/annualreport.asp

Acknowledgement

The Board thanks our all stakeholders for their continued support and patronageextended to the Company and places on records its sincere appreciation of the wholeheartedcontribution made by our employees for the Company's consistent growth and achievements.

For and on behalf of the Board of Directors
Rajendra V. Agarwal Ajay V. Agarwal
Mumbai Managing Director Whole-time Director
August 12 2021 DIN: 00227233 DIN: 00227279

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