Your Directors have immense pleasure in presenting the Thirty First Annual Report on the business and operations of the Company together with the Audited Financial Statements of your Company for the financial Year ended March 31st, 2024.
The Director Report is prepared based on the standalone financial statements of the company and the Report on the performance and financial position of the Company.
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1. FINANCIAL RESULTS:
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(Amount in
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Rs. Lakhs except EPS)
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Particulars
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For the Year ended 31st March, 2024
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For the Year ended 31st March, 2023
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Revenue from Operations
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4,322.24
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3,033.89
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Other Income
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0.81
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0.005
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Total Revenue
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4,323.06
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3,033.89
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Less: Total Expenses (excluding Depreciation)
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4046.78
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2,853.34
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Profit Before Depreciation &Tax
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276.27
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180.55
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Less: Depreciation
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93.16
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55.48
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Profit before extraordinary items and tax
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183.11
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125.07
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Less: extraordinary Item
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0
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(15.95)
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Profit Before Tax
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183.11
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141.02
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Less: (i) Current Tax
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32.39
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24.27
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(ii) Deferred Tax
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16.59
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14.83
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Net Profit/(Loss) For The Year
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134.13
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101.92
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EPS (Basic & Diluted)
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1.62
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1.23
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2. PERFORMANCE REVIEW:
• Our Company is in business of manufacturing, marketing and sourcing of diamonds - natural and lab grown.
• The highlights of the Company's performance are as under:-
? Revenue from operations was increased to Rs. 4322.24 Lakhs during the current year as compared to Rs. 3,033.89 Lakhs in previous year i.e. increased by approximately 42.46%.
? Net Profit after tax for the current year increased substantially to Rs. 134.132 Lakhs as compared to Rs. 101.92 Lakhs in previous year i.e. increased by approximately 31.61%
? Earnings per share increased to Rs. 1.62 per share as compared to Rs. 1.23 per share during the previous year.
The Company is making all out efforts for presenting better & better results. The Company is also redefining its marketing strategies so as to capture increased market share. Looking to the volatile market conditions, the Company management needs to be much alert all the times to have better business prospects and profitability.
3. MARKET PRICE DATA:
Our Company got listed on BSE SME platform on March 29, 2023 with BSE SME Symbol - DEVLAB, and ISIN: INE0NIJ01017. The following table shows High, Low (monthly) and number of equity shares traded during the F.Y. 2023-24 on BSESME*.
4. CHANGE IN THE BUSINESS OF THE COMPANY:
No changes in the business of the company occurred during the year under review.
5. DIVIDEND:
Due to conservative policy adopted by the Company, your directors don't recommend any dividend for the year under review.
6. TRANSFER TO RESERVE:
Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review.
Further, there are no changes in Capital Reserve and Security premium. Profit for the year amounting to Rs. 134.13 Lakhs transferred to the Surplus/(Deficit) in the Statement of Profit & Loss.
7. IPO PROCEEDS AND DEPLOYMENT OF FUNDS:
The Company had successfully come up with an Initial Public Offer (IPO) of 22,00,000 Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 51/- each, aggregating to Rs. 1122.00 Lakhs. IPO of company opened on March 17, 2023 and closed on March 21, 2023 and equity shares of the company got listed on BSE SME platform on March 29, 2023.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report are as under:
• Company had issued and allotted 3592000 Warrants at Rs. 62/- per warrant (including a premium of Rs. 52 per Warrant) convertible into 3592000 Equity Share of Rs. 10/- each to Promoter, Promoter Group and certain identified Non-Promoter person on a preferential basis. Warrants were allotted on 21st December, 2023.
• Warrants are convertible into Equity Shares of Rs. 10/- each within a period of Eighteen (18) months from the date of allotment of Warrants.
• The company had received in-principle approval from BSE on 19th December, 2023.
• As on 31st March, 2024, none of the Warrants were converted into equity shares and hence 3592000 Warrants are outstanding for conversion into Equity Shares as on 31st March, 2024.
• Further, out of 3592000 warrants,
- 658000 warrants were converted into equity shares and 658000 equity shares were allotted on 5th June, 2024 pursuant to conversion of warrants into equity shares. Listing approval for the listing of the said 658000 equity shares was received from BSE on 9th July, 2024. Trading approval for the said 658000 equity shares was received from BSE on 24th July, 2024 and the said 658000 equity shares were listed on BSE SME on 25th July, 2024.
- 692000 warrants were converted into equity shares and 692000 equity shares were allotted on 8th August, 2024 pursuant to conversion of warrants into equity shares. Listing and trading approval for the listing of the said 692000 equity shares is not received as the same is under process.
9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024.
Further, the Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanisms, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Management of the Company and internal auditor checks and verifies the internal control and monitors them in accordance with.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:
No significant and material orders were passed by any regulators and/or courts and tribunals during the year under review which may have the impact on the going concern status and company's operations in future.
11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
12. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review.
13. AUDITORS & AUDITORS' REPORT:
Statutory Auditors:
M/s. H A R & Co, Chartered Accountants (Firm Registration No.: 142923W) and having valid Peer Review Certificate No. 017379 were appointed as Statutory Auditors of the Company on 03/09/2024 to fill the casual vacancy caused by resignation of existing Auditors M/s. V Dhamsania & Associates, Chartered Accountants (FRN: 132499W).
M/s. H A R & Co, Chartered Accountants (Firm Registration No.: 142923W) are recommended for their appointment as the Statutory Auditors of the company from the conclusion of the 31st Annual General Meeting till the conclusion of 32nd Annual General Meeting of the company. As required under the provisions of Section 139 of the Companies Act, 2013, company has obtained confirmation from M/s. H A R & Co., that their appointment, if made, would be in conformity with the limits specified in the said Section.
Board's comment on the Auditors' Report:
Audit report to the Shareholders does not contain any qualification, reservation or adverse remarks. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and does not call for any further comment.
Secretarial Auditor:
Pursuant to provisions of Section 204 of the Companies Act, 2013, Board of Directors had appointed M/s. DG Patel & Associates, Practicing Company Secretaries (C.P. No.: 13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2023-24.
Secretarial Auditor's Report:
Secretarial Audit report to the Shareholders contains following qualification, reservation or adverse remarks: There was delay of Six Days in filing Annual Report on BSE pursuant to Regulation 34 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, for the same company had already paid fine imposed by BSE for late filing of Annual Report.
Directors' comments on above mentioned qualification point wise:
Delay of Six Days in filing Annual Report on BSE pursuant to Regulation 34 (1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 occurred due to inadvertence and without any malafiled intention.
For the same, company had paid the requisite Fine amount to BSE on 21st November, 2023.
The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as Annexure - 1 to this report.
Internal Auditor:
As per Section 138 of Companies Act 2013, every Listed Company is required to appoint an Internal Auditor or a firm of Internal Auditor. Accordingly, M/s Siddhpura & Co., Chartered Accountants were appointed as Internal Auditors to conduct internal audit for the financial year ended 31st March, 2024 as per agreed scope of works pursuant to the provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
GST Auditor:
The Board of directors had appointed M/s. P Bhayani Associates, Chartered Accountants as GST Auditors of the Company for financial year 2023-24.
14. DETAILS OF FRAUD REPORTING BY AUDITOR:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud.
15. MAINTENANCE OF COST RECORDS & COST AUDIT:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. Requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the company.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
16.1 Composition of Board of Directors:
The Board of Directors of Company is a balanced one with an optimum mix of Executive and Non-Executive Directors The Board of the Company is headed by an Executive Chairman.
Notes:
(i) Chairmanship/Membership of Committee only includes Audit Committee and Stakeholders' Relationships
Committee in Indian Public Limited companies other than DEV LABTECH VENTURE LIMITED. Members of the
Board of the Company do not have membership of more than ten Board-level Committees or Chairperson of more than five such Committees.
(ii) None of the directors are related to each other except Mr. Jerambhai Lavjibhai Donda, Mr. Jay Jerambhai Donda and Mrs. Dimple Jay Donda are related to each other.
(iii) Details of Director(s) retiring or being re-appointed are given in notice to Annual General Meeting.
(iv) Brief profiles of each of the above Directors are given in the annual report.
16.2 Key Managerial Personnel (KMP):
As on 31st March, 2024, Mr. Jerambhai Lavjibhai Donda, Chairman & Managing Director; Mr. Jay Jerambhai Donda, Wholetime Director and CFO and Mr. Pratik Ashokbhai Patel, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.
Mr. Jerambhai Lavjibhai Donda was appointed as a Chairman & Managing Director w.e.f. September 24, 2022 for a period of 5 years.
Mr. Jay Jerambhai Donda was appointed as a Whole-Time Director w.e.f. September 24, 2022 for a period of 5 years Further, he was appointed as CFO w.e.f. September 29, 2022.
Mr. Pratik Ashokbhai Patel was appointed as a Company Secretary & Compliance Officer w.e.f. September 29, 2022. Mr. Pratik Ashokbhai Patel had resigned as a Company Secretary & Compliance Officer w.e.f. May 30, 2024.
16.3 Directors retiring by rotation:
In terms of section 152 of the Companies Act, 2013, Mr. Jay Jerambhai Donda, Chief Financial Officer and Wholetime Director (DIN: 03496627) retires by rotation and being eligible offers himself for re-appointment. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.
Brief Profile of Directors seeking re-appointment at the Annual General Meeting is provided at Annexure-A to this Notice as prescribed under regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India.
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16.4 Meetings of Board of Directors:
Details of the Board Meetings held during the Financial Year ended 31st March, 2024 are as under. The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013.
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Meeting No.
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Date of Board Meeting
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Total no. of Directors
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No. of Directors present
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1/2023-24
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30/05/2023
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5
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5
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2/2023-24
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14/08/2023
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5
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5
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3/2023-24
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18/10/2023
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5
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5
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4/2023-24
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24/10/2023
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5
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5
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5/2023-24
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07/11/2023
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5
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5
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6/2023-24
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21/12/2023
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5
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5
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7/2023-24
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04/01/2024
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5
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5
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8/2023-24
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02/03/2024
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5
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5
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The names of members of the Board and their attendance at the Board Meetings are as under:
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Name of the Directors
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Number of Meetings which Director was entitled to attend
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Number of Board Meetings attended during the F.Y. 2023-24
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Mr. Jerambhai Lavjibhai Donda
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8
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8
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Mr. Jay Jerambhai Donda
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8
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8
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Mrs. Dimple Jay Donda
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8
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8
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Mr. Brijeshkumar Maheshbhai Pathak
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8
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8
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Mr. Vivekbhai Tulsibhai Mavani
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8
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8
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16.5 Board Committees and their Meetings:
1. Audit Committee:
The Audit Committee comprises of three members with two Independent Directors and one Wholetime Director as on 31st March, 2024 and it was constituted on September 29, 2022.
The Composition of the Audit Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:
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Name of Member
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Category
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Status
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No. of meeting attended/ held
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Mr. Vivek Tulsibhai Mavani
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Non-Executive Independent Director
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Chairman
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6/6
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Mr. Brijeshkumar Maheshbhai Pathak
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Non-Executive Independent Director
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Member
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6/6
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Mr. Jay Jerambhai Donda
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Wholetime Director & CFO
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Member
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6/6
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Meeting No.
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Date of Audit Committee Meeting
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Total no. of Member
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No. of Member present
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1/AC/2023-24
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30/05/2023
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3
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3
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2/AC/2023-24
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14/08/2023
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3
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3
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3/AC/2023-24
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18/10/2023
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3
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3
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4/AC/2023-24
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24/10/2023
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3
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3
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5/AC/2023-24
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07/11/2023
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3
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3
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6/AC/2023-24
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02/03/2024
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3
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3
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Chairman of Audit Committee attended last Annual General Meeting of the Company held on 9th September, 2023.
2. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31st March, 2024 and it was constituted on September 29, 2022.
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The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:
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Name of Member
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Category
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Status
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No. of meeting attended/ held
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Mr. Vivek Tulsibhai Mavani
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Non-Executive Independent Director
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Chairman
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1/1
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Mr. Brijeshkumar Maheshbhai Pathak
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Non-Executive Independent Director
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Member
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1/1
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Mrs. Dimple Jay Donda
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Non-Executive Director
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Member
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1/1
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Meeting No.
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Date of Audit Committee Meeting
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Total no. of Member
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No. of Member present
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1/NRC/2023-24
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14/08/2023
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3
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3
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3. Stakeholder's Relationship Committee:
Company has constituted a Stakeholders Relationship Committee to redress complaints of the shareholders The Stakeholder's Relationship Committee comprises of three members with two Independent Directors and one Non-executive Director as on 31st March, 2024 and it was constituted on September 29, 2022.
The Composition of the Committee as on March 31, 2024 and its attendance for meetings held during the year is set out below:
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Name of Member
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Category
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Status
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No. of meeting attended/ held
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Mr. Vivek Tulsibhai Mavani
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Non-Executive Independent Director
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Chairman
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1/1
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Mr. Brijeshkumar Maheshbhai Pathak
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Non-Executive Independent Director
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Member
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1/1
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Mr. Jerambhai Lavjibhai Donda
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Chairman & Managing Director
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Member
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1/1
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Meeting No.
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Date of Audit Committee Meeting
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Total no. of Member
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No. of Member present
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1/SRC/2023-24
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14/08/2023
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3
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3
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4. CSR Committee:
The provision of Corporate Social Responsibility is not applicable to the company. 16.6 Details of Remuneration paid to Directors/KMPs:
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Name of Director/KMP
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Designation
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Remuneration p.a. (Rs. Lakhs)
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Mr. Jerambhai Lavjibhai Donda
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Chairman & Managing Director
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6.71
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Mr. Jay Jerambhai Donda
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Whole time Director & CFO
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9.60
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Mr. Pratik Ashokbhai Patel
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Company Secretary & Compliance Officer
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3.96
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16.7 Policy on appointment and remuneration to Directors, KMP &Senior Management Personnel:
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the company www.devlabtechventure.com/copy-of-shp-year-2022-23
16.8 Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company which is posted on the website of the Company www.devlabtechventure.com/copy-of-shp-year-2022-23
16.9 Insider Trading:
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised the Code of Conduct to regulate, monitor and report trading in Company's securities by persons having access to unpublished price sensitive information of the Company. The Company Secretary is the Compliance Officer for the purpose of this code.
16.10 Familiarization Programme for Independent Director:
The Independent Directors are very enthusiastic to get involved in the activity of the Company and on continuous basis they are in constant touch with the executive directors of the Company and also they have taken part in the activity like to visit Company's plants, where plant heads appraise them of the operational and sustainability aspects of the plants to enable them to have full understanding on the activities of the Company and initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme is available on the website of the company www.devlabtechventure.com/familiarisation-programme
17. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.
18. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Pursuant to Ministry of Corporate Affairs Notification, dated October 22, 2019 all the Independent Directors of the Company have already registered themselves on IICA.
19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTU/S 186 OF THE COMPANIES ACT, 2013:
During the reporting period, your Company has not granted any loans, guarantees or made investments or provided securities in violation of Section 186 of the Companies Act, 2013 and rules thereof.
20. WEB LINK OF ANNUAL RETURN:
The Company has placed a copy of the Annual Return in Form No. MGT-7 for F.Y. 2022-23, on its website at www.devlabtechventure.com/annual-reports-returns The Company will also place annual return in Form No.
MGT-7 for F.Y. 2023-24 on completion of ensuing annual general meeting of shareholders of the Company.
21. SHARE CAPITAL:
Authorized Share Capital:
The Authorised Share Capital was increased from Rs. 9,99,99,990/- to Rs. 15,00,00,000 divided into 15000000 Equity Shares of Rs. 10/- each vide resolution passed in the Extra ordinary General Meeting held on 20/11/2023. Paid up Share Capital:
At present, Paid up Share Capital of the company is Rs. 9,62,11,390/- (Rupees Nine Crores Sixty Two Lakhs Eleven Thousands Three Hundred and Ninety Only) divided into 9621139 Equity Shares of ? 10/- (Rupees Ten Only) each.
Issue of share warrants convertible into Equity Shares on Preferential Basis:
• Company had issued and allotted 3592000 Warrants at Rs. 62/- per warrant (including a premium of Rs. 52
per Warrant) convertible into 3592000 Equity Share of Rs. 10/- each to Promoter, Promoter Group and certain
identified Non-Promoter person on a preferential basis. Warrants were allotted on 21st December, 2023.
• Warrants are convertible into Equity Shares of Rs. 10/- each within a period of Eighteen (18) months from
the date of allotment of Warrants.
• The company had received in-principle approval from BSE on 19th December, 2023.
• As on 31st March, 2024, none of the Warrants were converted into equity shares and hence 3592000 Warrants
are outstanding for conversion into Equity Shares as on 31st March, 2024.
• Further, out of 3592000 warrants,
- 658000 warrants were converted into equity shares and 658000 equity shares were allotted on 5th June, 2024 pursuant to conversion of warrants into equity shares. Listing approval for the listing of the said 658000 equity shares was received from BSE on 9th July, 2024. Trading approval for the said 658000 equity shares was received from BSE on 24th July, 2024 and the said 658000 equity shares were listed on BSE SME on 25th July, 2024.
- 692000 warrants were converted into equity shares and 692000 equity shares were allotted on 8th August, 2024 pursuant to conversion of warrants into equity shares. Listing and trading approval for the listing of the said 692000 equity shares is not received as the same is under process.
Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
No Bonus Shares were issued during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties under Section 188 of the Companies Act, 2013 during the year under review and hence disclosure in Form AOC-2 is not required to be given for the same.
Further, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 33 to the Balance Sheet as on 31st March, 2024
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.devlabtechventure.com/copy-of-shp-year-2022-23
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
A. Conservation of Energy & Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have been furnished considering the nature of activities undertaken by the company during the year under review is annexed hereto as Annexure - 2 and forms part of this report.
B. Foreign Exchange earnings and Outgo:
Foreign Earnings: Rs. 342.28 Lakhs (FOB value of Exports)
Foreign Outgo: Rs. NIL
24. PARTICULARS OF EMPLOYEES:
During the year under review, none of the employees of the Company were in receipt of remuneration exceeding Rs. 1,02,00,000/- p.a., if employed throughout the year or Rs. 8,50,000/- p.m. if employed for part of the year. Further, statement containing particulars of employees under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:-
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2023-24:
|
Name of Director
|
Remuneration (Rs. in Lakhs)
|
Ratio of Remuneration of director to median remuneration of employee
|
% Increase/ Decrease
|
|
Mr. Jerambhai Lavjibhai Donda Chairman & Managing Director
|
6.71
|
2.25:1
|
123.67
|
|
Mr. Jay Jerambhai Donda Wholetime Director & CFO
|
9.60
|
3.22:1
|
60.00
|
|
Pratik Ashokbhai Patel
Company Secretary & Compliance Officer
|
3.96
|
-
|
100.001
|
|
Total
|
20.27
|
-
|
-
|
3. The percentage increase in the median remuneration of employees during the financial year: 15.48%
4. There were 53 employees are on the rolls of the company as on 31st March, 2024.
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
a. Average increase in remuneration of employees excluding KMPs: 20.56%.
b. Average increase in remuneration of KMPs: 0.00%
c. KMP salary are decided based on the Company's performance, individual performance, inflation.
6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
The Company affirms remuneration is as per the Remuneration Policy of the Company.
25. RISK MANAGEMENT POLICY:
At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your company's fundamental approach to risk management includes to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. The Company has adopted a risk management policy which inter alia, sets out our approach towards risk assessment, risk management and risk monitoring, which is periodically reviewed by the Board. The said policy is available at www.devlabtechventure.com/copy-of-shp-year-2022-23
26. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Corporate Social Responsibility was not applicable to the company for the financial year 2023-24.
27. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.devlabtechventure.com/copy-of-shp-year-2022-23
28. HUMAN RESOURCES:
During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals.
29. CORPORATE GOVERNANCE:
Since our Company listed on SME platform of BSE, the provisions relating to Corporate Governance is not applicable to the company.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaint Committee is set up to redress complaints received regularly. There were no complaints received and reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
a) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;
b) The Directors had 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 and loss of the Company for that period;
c) The Directors had 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 had prepared the annual accounts on a 'going concern' basis;
e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
33. COMPLIANCE WITH SECRETARIAL STANDARDS:
The company has complied with the applicable mandatory Secretarial Standards issued time to time by the Institute of Company Secretaries of India.
34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
Not applicable as no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not applicable to the company.
36. ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.
1
No change in remuneration of Mr. Pratik Ashokbhai Patel in terms of remuneration per month. 100% increase is shown because during last year he was appointed for half year w.e.f. 29th September, 2022 and for current F.Y. 2023-24 remuneration paid for full year. Therefore, 100% increase is shown above.
Note: Independent Directors and other Non-executive directors are entitled to sitting fees.
2. Median remuneration of employee during the year of the company is Rs. 2.98 Lakhs
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