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Donear Industries Ltd.

BSE: 512519 Sector: Industrials
NSE: DONEAR ISIN Code: INE668D01028
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VOLUME 30835
52-Week high 41.75
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OPEN 33.15
CLOSE 32.00
VOLUME 30835
52-Week high 41.75
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 176
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-Fourth (34th) Annual Report of the Company togetherwith the Audited Financial Statements for the financial year ended March 312020.

Financial Performance

The financial performance of the Company is as follows:

 

(Rs. in Lakhs)

Particulars Financial Year
2019-20 2018-19
Revenue from Operations 54793.92 59432.16
Other Income 463.47 270.86
Total Revenue 55257.39 59703.02
Profit before Depreciation and Amortisation expense Finance Costs and Tax expense 5183.88 5942.07
Less: Depreciation and Amortisation expense 915.62 955.99
Less: Finance Costs 2422.20 2734.24
Profit before Tax 1846.06 2251.84
Less: Tax expense 650.99 833.43
Profit after Tax 1195.07 1418.41
Other Comprehensive Income 5.94 (3.27)
Total Comprehensive Income 1201.01 1415.14
Earnings Per Equity Share of Face Value of Rs. 2/- each
- Basic and Diluted (in Rs.) 2.30 2.73

Review of Financial Performance

The Total Revenue for Financial Year 2019-20 was Rs. 55257.39 Lakhs as compared to Rs.59703.02 Lakhs in previous Financial Year. The Profit before Tax stood at Rs.1846.06Lakhs as against Rs. 2251.84 Lakhs in the Previous Year. The Net Profit for the yearstood at Rs. 1195.07 Lakhs against Rs. 1418.41 Lakhs reported in the Previous Year.

The segment revenue from operations for Financial Year 2019-20 (a) Textile: Rs.54021.25 Lakhs (Previous Year: Rs. 58592.98 Lakhs) (b) Rental Business Rs. 772.67 Lakhs(Previous Year: Rs. 839.18 Lakhs). The segment Profit before Tax for Financial Year2019-20 (a) Textile: Rs. 4802.78 Lakhs (Previous Year: Rs. 5720.00 Lakhs) (b) RentalBusiness Rs. 607.51 Lakhs (Previous Year: Rs. 619.06 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 Companydetailed in this Report.

Impact of COVID-19

In the last month of FY 2019-20 the COVID-19 pandemic evolved rapidly into a globalcrisis forcing governments to enforce lock-downs on all activity. Due to country-widelockdown the Company's operations were hit significantly since 1s* day oflockdown till the 2nd week of May 2020 when lockdown was gradually lifted.

The extent of COVID-19 and consequent lockdown directly impacted the length of therecovery cycle. However the Company have been taking all necessary measures in terms ofmitigating the impact of the challenges being faced in the business. The Company isworking towards being resilient in order to sail through the current situation. TheCompany began to take several initiative to bring down costs and improve liquidityposition and conserve cash. These initiatives are well under way and the Company isexpected to get benefits in near future and will ensure that the manufacturing facilitiesoperate smoothly.

The Company in the midst of the COVID-19 has launched a modern type of fabric known asNEO-TECH Fabrics which kills virus that accumulates on the cloth within 30 minutes. Thishas created a sensation in the textile market and most of the garment manufacturers areapproaching the Company for procurement of Fabrics for their garment.

Management Discussion and Analysis

1. Industry structure and developments:

The textile and apparel industry is one of the earliest industries to have developed inIndia. Its inherent and unique strength is its incomparable employment potential owing tothe presence of the entire value chain from fiber to apparel manufacturing within thecountry. It is the biggest employer after agriculture and provides employment to over 45million people directly and 60 million people indirectly.

India is the second-largest manufacturer of textiles and clothing in the world. Indiais also the second-largest exporter of textiles and apparel with a share of 5% of globaltrade. Exports of textile and clothing products including handicrafts from India haveslightly increased to US$ 40.4 billion during the year 2018-19 registering a growth of3%. However India's global share is way behind that of China which has approximately 38%of the global textile and clothing trade. The share of textile and clothing in India'stotal exports stood at 12% in FY-19. With 48% total textile and apparel export EU-28 andthe United States are India's major textile and apparel export destinations.

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:

The central government has embraced ‘Atmanirbhar' or ‘self-reliance' as adevelopment strategy to reboot the Indian economy. While pursuing such a policy will nodoubt boost the country's manufacturing and exports the government should not lose sightof sectors which are already self-reliant and can with a little help play a larger rolein the global market. If there is one sector in the country that is self-reliantend-to-end it is textile sector. Your Company being in this sector welcome theopportunity to grow by capacity building restraining imports as much aspossibleutilizing technical manpower availability wide fiber base and utilizinggovernment policies for modernization and also for raw material cost controls.

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.

3. Challenges:

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 labor wages and workers' salaries etc.

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.

4. Future Outlook of Textile Industry:

The coronavirus disease (CoVID-19) is affecting every sphere of life includingmanufacturing activities businesses etc. across the globe and India is also not sparedfrom the panic situation. The textile industry predominantly employs migrant workers fromdifferent States which has returned to their native places which result it in massstoppage in production. Further with the expected steep reduction in demand due to suddenstoppage of exports/imports and also domestic sales the industry is likely to faceunprecedented hardships and losses. However post coronavirus the future of the textileindustry in India has a positive outlook and is mirrored by increasingly strongconsumption rates in the domestic market as well as the growing demand for exports.Moreover the industry has earned a unique place in the economy due to its strong futureoutlook numerous employment opportunities it has generated and the strong export numbersit has generated.

5. 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.

6. 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.

Dividend

The Board at its meeting held on June 30 2020 has recommended a dividend of Rs. 0.20(10 %) per Equity Share of Rs. 2.00 each for the financial year ended March 312020subject to the approval of the Members of the Company at the ensuing Annual GeneralMeeting ("AGM").

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 March312020 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. Rajendra Agarwalretires by rotation at the ensuing AGM and being eligible offers himself forre-appointment. A resolution seeking Members' approval for his re-appointment forms partof the Notice. This re-appointment as a Director shall not constitute a break in hisappointment as Managing Director of the Company.

During the year Mr. Santkumar Agarwal (DIN:00153607) an Independent Director of theCompany has resigned from the Board of the Company and consequently from the variousCommittees of the Board in which he was a Chairman / Member with effect from November112019 owing solely due to personal reasons. It has also been confirmed that there was noother material reasons for his resignation. The Board places on record its sincereappreciation for the contribution made by him during his tenure as an Independent Directorand Chairman/Member on various Committees of the Board.

The Board based on the recommendation of the Nomination and Remuneration Committeehas appointed Mr. Govind Shridhar Shrikhande (DIN: 00029419) as an Additional Director(Non-executive and Independent Director) in its meeting held on November 11 2019 and whoholds office upto the date of the ensuing Annual General Meeting in terms of Section161(1) of the Act and who qualifies for being appointed as an Independent Director and inrespect of whom the Company has received a Notice in writing from a Member under Section160 of the Act proposing his candidature for the office of Director of the Company.Accordingly a resolution seeking Members' approval for his appointment as an IndependentDirector of the Company for a period of 5 (Five) years forms part of the Notice.

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 29*hAnnual General Meeting held on September 26 2015 up to the conclusion of 34th AnnualGeneral Meeting. Accordingly the first tenure of Mrs. Medha Pattanayak as IndependentDirector would 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 ensuing AnnualGeneral Meeting of the Company. Accordingly a resolution seeking Members' approval forher re-appointment as an Independent Director of the Company for second term of 5 (Five)years forms part of the 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 theinclusion 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 Mr. Shreedhar Hirimbi has resigned from the post of Company Secretary andCompliance officer with effect from May 01 2019 due to his personal reasons. The Boardplaces on record its sincere appreciation for the contribution made by him during histenure. Consequent to such resignation and based upon the recommendation of Nomination andRemuneration Committee Ms. Poonam Barsaiyan was appointed as Company Secretary andCompliance officer of the Company with effect from May 30 2019.

During the same year Ms. Poonam Barsaiyan also resigned as Company Secretary andCompliance Officer of the Company with effect from October 18 2019 due to her personalreasons. Consequent to such resignation and based upon the recommendation of Nominationand Remuneration Committee Ms. Sakshi Bajaj was appointed as Company Secretary andCompliance officer of the Company with effect from January 24 2020.

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. Accordingly theprovisions 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 at the 31st Annual General Meeting ("AGM") held onSeptember 23 2017 approved the appointment of M/s. Kanu Doshi Associates LLP CharteredAccountants (Firm Registration No. 104746W/W100096) as Statutory Auditors of the Companyto hold office from the conclusion of the said AGM till the conclusion of 34*hAGM. Accordingly their present term gets completed on conclusion of ensuing AGM.

The Board based upon the recommendation of the Audit Committee and performanceevaluation carried out by the Committee re-appoints M/s. Kanu Doshi Associates LLPChartered Accountants as Statutory Auditors of the Company for a period of fve years fromthe conclusion of ensuing AGM till the conclusion of the 39*h AGM subject toapproval of Members at the ensuing AGM of the Company.

Accordingly a resolution seeking Members' approval for re-appointment of StatutoryAuditors of the Company for second term of 5 (Five) years forms part of the Notice.

The Company has received consent letter signifying their willingness to be re-appointedas Statutory Auditors and a certifcate from them that their re-appointment if approved bymembers would be as per the criteria and limit as specifed under the Act.

The Audit Report on the Financial Statements of the Company for financial year endedMarch 312020 is made part of this Annual Report. The Report does not contain anyqualifcation reservation adverse remark or disclaimer.

Secretarial Auditors

M/s. Yogesh Sharma & Co. Practicing Company Secretaries (Membership No. 33235 /Certifcate 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 fnancial year 2019-20 is given as Annexure Awhich forms part of this Report.

Their Audit Report confrms that the Company has complied with applicable provisions ofthe Act and the Rules made thereunder Listing Regulations other SEBI Regulations andlaws applicable to the Company except the identifcation of short spending of required CSRamount.

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 312019 was fled 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 Membership No. 3286) CostAccountants Mumbai as Cost Auditors for undertaking Cost Audit for the fnancial yearending March 31 2021. The Company has received their written consent and confrmation thatthe appointment will be in accordance with the applicable provisions of the Act and rulesframed 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 ratifcation 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 its Offcersor Employees to the Audit Committee under Section 143(12) of the Act.

Significant and Material Orders

There were no signifcant 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 as awhole and approved specifc 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 of Non-Independent Directors the Board as a whole the Chairperson of theBoard after taking into account the views of executive directors and also assessed thequality quantity and timelines of flow of information between the Company Management andthe 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.

The company is endeavored to ensure full utilization of the allocated CSR Budget. Theamount which remained unspent due to unavoidable circumstances added to the CSR Budgetfor the Finance year 2020-21. However during the year 2017-18 the Company had spentRs.128.70 Lakhs under CSR as against the requirement of Rs. 16.16 Lakhs majorly to afoundation which promotes educational supports to schools colleges university to help thedeserving and needy also provides medical relief create awareness among poor and needypeople including destitute and orphan children.

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 March 312020.

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 that 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.

There were no employees drawing monthly or yearly remuneration in excess of the limitspecified in Rule 5(2) & (3) of Companies (Appointment and Remuneration of ManagerialPersonnal) Rules 2014 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

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 underthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 In compliance with Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") the Company has constitutedSexual Harassment Internal Complaints Committee chaired by Head of Human ResourceDepartment who introduced such Committee to female staff and imparted awareness on sexualharassment of women 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 reported to the Board under the POSHAct.

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.

For more details please refer relevant note forming part of the Financial Statementswhich 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/or 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")

(a) Transfer of unclaimed dividend

Members are hereby informed that pursuant to the provisions of Section 124(6) of theAct read with Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 ("the Rules") the Company is required totransfer the dividend which remains unpaid or unclaimed for a period of seven consecutiveyears or more in the account of the Investor Education and Protection Fund ("theIePf"). Accordingly a Final Dividend of Rs. 20996 for FY 2011-12 which remainedunpaid or unclaimed was supposed to be transferred to the IEPF Authority by November 222019 but due to technical interruption on MCA Site the payment was reverted back andafter several communications with MCA the Company finally transferred the said amount tothe Investor Education and Protection Fund on May 14 2020.

Members are requested to note the following due date(s) for claiming the unpaid orunclaimed dividend declared by the Company for FY 2012-13 and thereafter -

Dividend for the year Date of Declaration Due date for transfer to the IEPF
2012-2013 September 28 2013 October 28 2020
2013-2014 September 24 2014 October 30 2021
2014-2015 September 26 2015 November 01 2022
2015-2016 September 24 2016 October 30 2023
2016-2017 September 23 2017 October 29 2024
2017-2018 September 29 2018 November 04 2025
2018-2019 September 23 2019 October 29 2026

Members who have not encashed the dividend warrants so far in respect of the aforesaidperiod(s) are requested to make their claim to Link Intime India Private LimitedRegistrar and Transfer Agent well in advance of the above due dates. It may be noted thatunclaimed dividend for FY 2012-13 declared on September 28 2013 can be claimed by theMembers by October 17 2020.

(a) Transfer of shares to IEPF

Pursuant to the provisions of the Act read with Rules all the shares on whichdividends remain unpaid or unclaimed for a period of seven consecutive years or more shallbe transferred to the demat account of the IEPF Authority. Accordingly the Company hastransferred 1047 Equity Shares of face value of Rs. 2/- each to the demat account of theIEPF Authority. Due to technical interruption on mCa Site and consequent delay in transferof unpaid or unclaimed dividend amount to IEPF as stated above and further due to hurdlescaused by COVID-19 pandemic since mid of March the transfer of shares was also delayedand then finally made and completed on July 09 2020. The Company had sent individualnotice to all the Members whose shares were due to be transferred to the IEPF Authorityand had also published newspaper advertisement in this regard. The details of suchdividends/shares transferred to IEPF are uploaded on the website of the Company at link:http://www.donear.com/donear2006/downloads/Unclaimed/shareholderswhosesharesareliabletotransfertoIEPFFY2011-12.pdf.

(b) Claim from IEPF Authority

Members/Claimants whose shares unpaid/ unclaimed dividends and other benefits arisingon those shares have been transferred to the IEPF Authority can claim the same by makingan application to the IEPF Authority in e-Form IEPF-5 (available at www.iepf.gov.in) andby sending duly signed physical copy of the same to the Company along with requisitedocuments as prescribed in the instruction kit of e-Form IEPF-5. No claims shall lieagainst the Company in respect of the dividend/shares so transferred.

(c) The Company paid to IEPF on October 10 2019 an amount of Rs. 1929.20 towardsdividend for the financial year ended March 312019 on such Shares which were transferredto IEPF.

(d) Details of unclaimed dividend on the website

As per the Rules the Company has uploaded the information in respect of unclaimeddividends on its website at link: http://www.donear.com/donear2006/Unclaimed_Divident.asp. The same is also available on the website of IEPF atwww.iepf.gov.in.

Extract of Annual Return

In accordance with Sections 92 and 134(3) of the Act and Companies (Management andAdministration) Rules 2014 an extract of annual return in the prescribed Form MGT-9 isgiven in Annexure F which forms part of this Report.

The copy of extract of annual return is also available on the website of the Companywww.donear.com.

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 wholehearted contribution made by our employees for the Company's consistent growth andachievements.

For and on behalf of Board of Directors
Rajendra V. Agarwal Ajay V. Agarwal
Mumbai Managing Director Whole-Time Director
August 24 2020 DIN:00227233 DIN:00227279

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