Darshan Orna Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors have pleasure in presenting Fourteenth Annual Report of Darshan Orna Limited (Company or DOL) along with the Standalone Audited Statement of Accounts for the financial year ended 31st March 2025.

1. FINANCIAL RESULTS

(Rs. in lakhs)
Particulars	2024-2025	2023-2024
Revenue from Operations	2168.78	2086.89
Other Income	81.25	344.27
Total Income	2250.03	2431.16
Operating Expenditure	2186.97	2113.75
Profit before finance cost, depreciation and	63.06	317.41
amortization (PBITDA)
Less: Finance Cost	6.21	4.83
Less: Depreciation/Amortization	0.23	0.41
Profit before tax	56.62	312.17
Current/Deferred Tax Expenses	10	45.01
Net Profit after tax	46.62	267.16
Other comprehensive income/(expenses) (net of	-	318.71
tax)
Total Comprehensive Income	46.62	585.87

2. FINANCIAL PERFORMANCE

During the financial year ended March 31, 2025, the Company recorded an increase in Revenue from Operations, which rose from ?2,086.89 Lakhs in the previous year to ?2,168.87 Lakhs. However, the Net Profit After Tax declined from ?267.16 Lakhs to ?46.62 Lakhs during the same period.

3. RESERVES

Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to Reserve & Surplus account of the Company.

4. DIVIDEND

The Board of Directors has not recommended any dividend for the Financial Year 2024-25, after considering the Company’s financial performance, future growth plans, and overall funding requirements.

5. SHARE CAPITAL
The capital structure as on	date of Annual Report is as under:
Particulars	No of Shares	Share Capital in Rs.
Authorized Capital	15,03,00,000	30,06,00,000
Paid up Capital	5,00,29,335	10,00,58,670

The entire Paid-up Equity Share Capital of the Company is listed at BSE Limited.

6. SUBSIDIARY & ASSOCIATE COMPANY

During the year under review, the Company does not have any Subsidiary, Joint Venture, or Associate Company as defined under the Companies Act, 2013. Accordingly, the requirement to file Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, is not applicable.

7. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of the business of the Company during the financial year under review.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

9. ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company’s website- www.darshanorna.in.

10. AUDITORS

a) Statutory Auditors

M/s Aniket Goyal & Associates, Chartered Accountants, resigned as the Statutory Auditors of the Company with effect from November 13, 2024, due to the expiry of their Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI).

To fill the resulting casual vacancy, the members of the Company approved the appointment of M/s AKGVG & Associates, Chartered Accountants, as the new Statutory Auditors through a Postal Ballot conducted on February 20, 2025. M/s

AKGVG & Associates will hold office and conduct the Statutory Audit for the financial year 2024-25.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the applicable rules framed thereunder, and subject to the approval of the members at the ensuing Annual General Meeting, M/s. Shah Karia & Associates (ICAI Firm Registration No. 131546W), Chartered, has been proposed for appointment as the Statutory Auditors of the Company for a first term of five consecutive financial years commencing from FY 2025-2026 to FY 2029-2030. M/s. Shah Karia & Associates, Chartered Accountants, have confirmed that they are eligible for appointment and are not disqualified under the provisions of the Companies Act, 2013 to be appointed as Statutory Auditors of the Company.

Audit Report

The Board of Directors wishes to state that the Statutory Auditors of the Company have issued an unmodified opinion on the Standalone Financial Statements for the financial year ended March 31, 2025. The Auditor’s Report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

The Notes to the Financial Statements, as referred to in the Auditor’s Report, are self-explanatory and do not require any further clarification under Section 134(3)(f) of the Companies Act, 2013.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors reappointed M/s Neelam Somani & Associates, Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed to this Report as Annexure-F.

Further, in compliance with the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to the approval of the members at the ensuing Annual General Meeting, M/s Neelam Somani & Associates, Practicing Company Secretary (Peer Review Certificate No. 5612/2024), has been appointed as the Secretarial Auditor of the Company for a first term of five consecutive financial years commencing from FY 2025-2026 to FY 2029-2030. M/s Neelam Somani & Associates has confirmed that they are not disqualified and are eligible to be appointed as Secretarial Auditor of the Company.

Secretarial Audit Report

In accordance with the provisions of the Section 204 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit was carried out by M/s Neelam Somani & Associates, Company Secretary in Practice for the financial year 2024-25. The report of Secretarial Auditor

for the financial year 2024-25 is annexed herewith marked as Annexure F to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except as under.

Observation:

During the audit period M/s. Aniket Goyal & Associates, Chartered Accountant, Ahmedabad, (FRN: 022331C) Statutory Auditor of the Company have resigned due to expiry of Peer Review Certificate issued by ICAI.

Steps Taken

M/s. Aniket Goyal & Associates tendered their resignation due to pre-occupation. The Company, in compliance with applicable regulations, appointed M/s AKGVG & Associates, Chartered Accountants (ICAI Firm Registration No. 018598N) within the stipulated time. The appointment was subsequently approved by the members through a Postal Ballot.

c) Cost Auditor

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013, read with the applicable rules prescribed thereunder.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, and based on the recommendation of the Audit Committee, Mr. Arth Soni has been appointed as the Internal Auditor of the Company for the Financial Years 2024 - 25 and 2025 -26. He will be responsible for conducting internal audits of the Company’s operations and ensuring the effectiveness of internal controls and risk management systems.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Directors

As on March 31, 2025, the Board of Directors of the Company comprises five Directors, with an optimum combination of Executive and Non-Executive Directors, including one Woman Director and two Independent Directors, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Retirement by rotation

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act, 2013, Mrs. Arunaben Mahendrakumar Shah (DIN: 03144981) is liable to retire by rotation at the ensuing Annual General Meeting. The Board recommends her re-appointment to the Shareholders.

Changes in the Board of Directors during the Year:

During the year under review, the following changes occurred in the composition of the Board:

• Mr. Mahendrabhai Ramniklal Shah (DIN: 03144827) retired by rotation at the 13 th Annual General Meeting held in 2024 and, being eligible, was reappointed by the members.

• Mr. Dinesh Dalchand Hiran (DIN: 07698773) has been re-appointed as an Independent Director for his second and final term by the shareholders at the Extra Ordinary General Meeting held on April 29, 2024.

• Mr. Manoharbhai Bharatbhai Chunara (DIN: 07280916), who was appointed as an Additional Director in the capacity of Independent Director, was regularized and appointed for a term of five years effective from his original date of appointment, i.e., October 12, 2023, by the shareholders at the Extraordinary General Meeting held on April 29, 2024.

Declaration by Independent Director

The Independent Directors of your Company have confirmed that

(a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the SEBI (LODR) Regulations 2015; and

(b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence.

Further, in the opinion of the Board, the Independent Directors fulfil the conditions prescribed under the SEBI (LODR) Regulations 2015 and are independent of the management of the Company. The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.

During the financial year, the Independent Directors did not have any pecuniary relationship or transactions with the Company, apart from receiving sitting fees, commission, and reimbursement of expenses, if any, incurred for attending meetings of the Board and its Committees.

b) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following individuals have been designated as the Key Managerial Personnel (KMP) of the Company:

• Mr. Ritesh Mahendrabhai Sheth - Managing Director and Chief Financial Officer

• Mrs. Shivani Maharshi Joshi - Company Secretary and Compliance Officer

Changes in Key Managerial Personnel during the Year:

During the year under review, the following changes occurred in the Key Managerial

Personnel (KMP) of the Company:

• Mr. Ritesh Mahendrabhai Sheth (DIN: 07100840) was re-appointed as the Managing Director of the Company for a term of five years with effect from March 29, 2024. The re-appointment was approved by the shareholders at the Extraordinary General Meeting held on April 29, 2024.

• Mr. Ritesh Soni resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on March 18, 2025.

• Mrs. Shivani Joshi was appointed as the Company Secretary and Compliance Officer of the Company with effect from March 20, 2025

12. BOARD EVALUATION

Pursuant to Section 134(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has conducted an annual performance evaluation of its own performance, individual Directors, as well as the Board Committees. The evaluation process involved obtaining inputs from all Directors, assessing various parameters including Board composition and structure, effectiveness of Board processes, quality of information provided, and overall functioning of the Board.

Based on the evaluation, the Board is satisfied with the performance of the Directors, the Board as a whole, and its Committees during the year under review.

13. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has obtained declarations from all its Directors in the prescribed Form DIR-8, confirming that none of them are disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013, read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Based on the said declarations, the Board of Directors hereby confirms that none of the Directors on the Board are disqualified from holding office as a Director under the applicable provisions of the Act.

14. MEETINGS OF THE BOARD

During the year under review, Ten meetings of the Board of Directors were held. The details of these meetings, including dates and attendance of Directors, are provided in the Corporate Governance Report.

The interval between two consecutive meetings was within the statutory limit prescribed under the Companies Act, 2013.

15. INDEPENDENT DIRECTORS’ MEETING

As part of the corporate governance framework, a meeting of the Independent Directors was convened on 20th March 2025, in the absence of Non-Independent Directors, the Managing Director, and members of the management team.

During the meeting, the Independent Directors carried out the following:

Evaluated the performance of Non-Independent Directors and the overall functioning of the Board;

Considered feedback and perspectives from both Executive and Non-Executive Directors as part of the review process; and

Reviewed the effectiveness of information flow from management to the Board, including the quality, adequacy, and timeliness of data provided to support informed decision-making.

This meeting provided an opportunity for Independent Directors to ensure objective oversight and contribute to the enhancement of the Board’s effectiveness and governance practices.

16. COMMITTEES OF THE BOARD

In line with the principles of sound corporate governance and in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Sexual Harassment Committee

These Committees have been established to support the Board in discharging its responsibilities effectively and to ensure robust governance practices.

The composition, terms of reference, and meetings of these Committees are detailed in the Corporate Governance Report, which forms an integral part of this Annual Report.

17. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company has implemented a comprehensive familiarisation programme for its Directors, including Independent Directors, to ensure they are well-informed about the Company’s operations, strategies, industry context, and governance framework. The programme is designed to enable Directors to understand their roles and responsibilities clearly and to contribute effectively to the Board’s functioning.

The familiarisation programme aims to equip Directors with insights into the Company’s business model, operations, regulatory environment, and evolving governance expectations.

Key elements of the familiarisation programme include:

• Induction Programme: Newly appointed Directors are provided with a structured induction covering the Company’s operations, organizational structure, financial performance, key policies, and risk management framework.

• Regular Updates: Directors receive periodic updates on the Company’s business performance, industry trends, regulatory developments, and key strategic initiatives through Board presentations, management briefs, and discussion sessions.

• Site Visits: Independent Directors are encouraged to visit operational sites to gain firsthand insight into the Company’s processes and day-to-day functioning.

• Training Sessions: Periodic sessions are conducted to keep Directors informed on legal, regulatory, and governance-related developments, enhancing their ability to make informed decisions.

• Access to Key Management: Directors have unrestricted access to senior management for discussions on strategic, operational, and compliance-related matters.

The Company remains committed to ensuring that all Directors, particularly Independent Directors, are well-equipped with the necessary knowledge and information to effectively discharge their duties and add value to Board deliberations.

Further details of the familiarisation programme are available on the Company’s website at: www.darshanorna.co.in

18. RISK MANAGEMENT

In accordance with the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to constitute a Risk Management Committee is applicable only to the top 1,000 listed entities based on market capitalization. As the Company does not fall within this threshold, it is not mandated to constitute a Risk Management Committee or formulate a formal Risk Management Policy.

However, the Board periodically reviews the key risks impacting the business and ensures that appropriate measures are in place to mitigate them.

In the opinion of the Board, there are currently no risks that may threaten the existence of the Company as a going concern.

19. LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

The details of loans given, guarantees provided, and investments made by the Company, as covered under the provisions of Section 186 of the Companies Act, 2013, are provided in the notes to the financial statements for the year under review.

20. RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel, or other related parties that could have a potential conflict with the interests of the Company at large.

All related party transactions entered during the financial year were in the ordinary course of business and on an arm’s length basis. These transactions were placed before the Audit Committee for prior approval, and before the Board, wherever necessary, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, including transactions carried out at arm’s length under the third proviso, are disclosed in Form AOC-2, annexed to this Report as Annexure A.

The Policy on Related Party Transactions, as approved by the Board and the Audit Committee, is available on the Company’s website at www.darshanorna.in.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There were no significant and material orders passed by any Regulators, Courts, or Tribunals during the year under review which would impact the going concern status of the Company or its future operations.

22. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no applications were filed by or against the Company under the Insolvency and Bankruptcy Code, 2016, as amended, and no such proceedings are pending before the National Company Law Tribunal or any other Court.

23. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven years. Accordingly, no amounts were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the applicable rules made thereunder.

24. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information on conservation of energy and technology absorption stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in Annexure - C forming part of this report.

25. DEPOSITS

During the year under review, the Company has not accepted any deposit from the public within the meaning of chapter V of the Companies Act 2013, and rules framed there under.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management Discussion and Analysis, Corporate Governance Report, and the Practicing Company Secretary’s Certificate on compliance with the conditions of Corporate Governance form integral parts of this Annual Report.

In accordance with Regulation 34 of SEBI LODR, the Management Discussion and Analysis Report for the financial year ended March 31, 2025, is presented in a separate section of this Annual Report. The Audit Committee has reviewed the Management Discussion and Analysis Report during the year.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI has mandated the top 1,000 listed entities in India by market capitalization to prepare the Business Responsibility and Sustainability Report (BRSR). Further, the top 150 listed entities based on market capitalization are required to undertake reasonable assurance of the BRSR Core.

The Company does not fall within the prescribed thresholds and, therefore, the preparation of the BRSR and the Assurance Statement on the BRSR Core are not applicable for the Company for the financial year under review.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss, theft, or unauthorized use or disposition. These controls also ensure that all transactions are duly authorized, accurately recorded, and reported in a timely manner.

Furthermore, the Company maintains an effective system to achieve operational efficiency, optimal and effective utilization of resources, continuous monitoring, and strict compliance with applicable laws and regulations.

30. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company have reported any instances of fraud as specified under the second proviso to Section 143(12) of the Companies Act, 2013 (including any statutory modifications or reenactments thereof, for the time being in force).

31. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT (OTS) AND THE VALUATION DONE WHILE TAKING LOAN.

Pursuant to Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Company has not entered into any One-Time Settlement (OTS) with banks or financial institutions during the year under review. Accordingly, no valuation in respect of any OTS was carried out.

32. SECRETARIAL STANDARDS

The Company has established appropriate systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). The Board is satisfied that these systems are adequate and are operating effectively.

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading to regulate trading in the securities of the Company by its Directors and designated employees. The Code mandates prior approval for transactions involving the Company’s shares and strictly prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window.

The Board of Directors is responsible for overseeing the implementation of this Code. All Directors and designated employees have confirmed their adherence and compliance with the provisions of the Code during the year under review.

34. DECLARATION OF THE DIRECTORS ON THE CODE OF CONDUCT

The members of the Board and Senior Management Personnel have affirmed their compliance with the applicable Code of Conduct for the financial year ended 31st March 2025. A certificate from the Managing Director & Chief Financial Officer, confirming the compliance declarations received from Independent Directors, Non-Executive Directors, and Senior Management, is reproduced as Annexure I of Corporate Governance Report.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Whistle blower Mechanism that enables employees to report concerns related to unethical behaviour, actual or suspected fraud, or violations of the Company’s Code of Conduct, Code of Conduct to Regulate, Monitor and Report Trading by Insiders, and Code of Fair Disclosures. Employees can approach the Management directly, or in cases involving Senior Management, report their concerns to the Audit Committee.

This policy has been effectively communicated across the organization and is also available on the Company’s website to ensure transparency and accessibility.

36. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has implemented an Anti-Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the financial year ended 31st March 2025, no complaints of sexual harassment were received by the Company.

37. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and forms part of this Report as Annexure B.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014, the requirements relating to Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2024-25.

Accordingly, the Company was not required to undertake or report any CSR initiatives during the year under review.

The Company remains committed to complying with applicable CSR provisions and shall ensure timely implementation and disclosure of relevant activities as and when the CSR requirements become applicable in the future.

39. COMPANY POLICIES

The Company remains steadfast in its commitment to robust corporate governance and adherence to regulatory requirements. During the financial year under review, the Board of Directors undertook a comprehensive review and update of all applicable policies to align with the latest amendments under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These updates were implemented to ensure that the Company’s internal governance frameworks remain current, effective, and aligned with evolving statutory mandates and industry best practices.

The revised policies are available for reference under the “Codes, Policies & Others” section within the “Investor” tab on the Company’s website: www.darshanorna.co.in

40. KEY INFORMATION AFTER CLOSURE OF FINANCIAL YEAR

During the year under review, the Board of Directors approved the issuance of equity shares through a Rights Issue at its meeting held on December 12, 2024. In connection with this, the Company has filed the Draft Letter of Offer with the BSE for prior approval, which is currently under process.

41. ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the dedication and commitment demonstrated by the employees of the Company throughout the year. The Directors also gratefully acknowledge the continued support and cooperation extended by the promoters, shareholders, bankers, business associates, vendors, government authorities, and customers, which has been instrumental in the Company’s progress.

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Mar 31, 2018

DIRECTORS REPORT

To,

The Members,

The Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)

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

(Amount in Rs)

	PARTICULAR			2017-18			2016-17
	Total Income for the year was			39,70,92,072			11,75,54,079
Profit/(Loss) Before Financial Expenses, Depreciation And Taxes			51,92,801			1655259
	Out of which, Provisions have been made for:
Less: Financial Charges			84,368			1,01,473
	Less: Depreciation			45,288			51,787
Less: Provision For Tax			15,00,000			4,50,000
	Deferred Tax			783			(5362)
Profit/(Loss) After Tax			38,21,674			10,57,361

2. OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2018 and Statement of Profit & Loss together with Notes forming part thereto ("Financial Statement") for the year ended on 31st March, 2018 and Report of the Board of Directors and Auditors thereon. Total Revenue from operation of the company is Rs. 39,70,92,072/- And the net Profit after tax is Rs. 38,21,674/- For the Financial year 2018-19.

3. DIVIDEND

The Board of directors of your company has recommended a dividend of Rs. 0.25/- per equity share of the face value of Rs. 10/- each for the financial year ended on 31^st March, 2018. The Dividend Payout is subject to approval of shareholders at the ensuing Annual General Meeting.

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

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

5. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS

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

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

- Mrs. Arunaben Mahendrakumar Shah is liable to retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re- appointment.

- During the year under review, the board of directors of the company has appointed Mr. Ritesh Mahendrabhai Sheth as Managing director, in Place of Mr. Mahendrabhai Ramniklal Shah who has resigned from the post of Managing Director and Continue to hold the Position of the Executive Director.

- The Board of director has also appointed Mr. Satish Vadilal Sheth as an additional Independent director of the company on 07/06/2017 and regularised them in last annual general meeting.

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

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Four (6) times on 16/04/2017, 30/05/2017, 07/06/2017, 01/09/2017, 14/11/2017, 05/03/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

9. BOARD EVALUATION

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

Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

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

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

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company''s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, The Company has not made any Allotments.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY

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

14. EXTRACT OF THE ANNUAL RETURN

The Extract of Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9, is annexed herewith as "Annexure - A"

15. AUDITORS AND THEIR REPORT

- STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting and therefore it is proposed to ratify the appointment of M/s Dhaval Padiya and Co. (FRN-140653W), Chartered Accountants, as the Statutory Auditors of the Company.

- COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

- SECRETARIAL AUDITORS

In terms of Section 204 of the Act and Rules made there under, Mr. Manohar Chunara, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as "Annexure - B". The report is self-explanatory.

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

Our Company took all reasonable steps to do such appointments, but as our Company is not doing well in its present line of business activity, it failed to attract right candidates for such post. The Board of our Company continues its efforts to search right candidate for the post of Company Secretary will appoint the Company Secretary as soon as possible.

16. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

20. RELATED PARTY TRANSACTIONS

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

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

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

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

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

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

II. the steps taken by the company for utilizing alternate sources of energy : None

III. the capital investment on energy conservation equipment’s : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) The details of technology imported: None

b) The year of import: N.A.

c) Whether the technology been fully absorbed: N.A.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

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

23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS'' RELATIONSHIP COMMITTEE

- Audit Committee Constitution & Composition of Audit Committee:

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

Name	Designation	Category	No. of Meetings held
			during the Period
			Held	Attended
Prakash R Soni	Chairman	Non-Executive-Independent Director	3	3
Dinesh D Hiran	Member	Non-Executive-Independent Director	3	3
Mahendra R Shah	Member	Executive- Director	3	3

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

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

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

Name	Designation	Category	No. of Meetings held during
			the Period
			Held	Attended
Dinesh D. Hiran	Chairman	Non-Executive-Independent Director	2	2
Prakash Soni	Member	Non-Executive-Independent Director	2	2
Arunaben Shah	Member	Non-Executive- Director	2	2

The Policy of nomination and Remuneration committee has been place on the website of the company atwww.darshanorna.com and the salient features of the same has been disclosed under "Annexure -D"

- Stakeholder''s Relationship Committee: Constitution & Composition of Stakeholders Relationship Committee:

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

Name	Designation	Category	No. of Meetings held
			during the Period
			Held	Attended
Prakash Soni	Chairman	Non-Executive-Independent Director	1	1
Dinesh D Hiran	Member	Non-Executive-Independent	1	1

		Director
Ritesh Sheth	Member	Executive Director	1	1

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies'' current working and future outlook of as per "Annexure - E"

26. CORPORATE GOVERNANCE

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

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company''s employees at all levels.

For and on behalf of Board

DATE: 07/08/2018

SD/- SD/-

PLACE: AHMEDABAD Ritesh M Sheth Mahendra R. Shah

Managing Director Director