To
The Members
Diligent Industries Limited
Your directors have pleasure in presenting herewith the 31st Annual Report
on the business of Your Company together with the Audited Accounts for the financial year
ended 31st March, 2025.
FINANCIAL SUMMARY:
| PARTICULARS |
Financial Year 2024-25 |
Financial Year 202324 |
| Total Income |
14,358.09 |
12394.95 |
| Total Expenditure |
14,009.39 |
12112.95 |
| Profit/(Loss) before Depreciation & Financial Charges |
766.75 |
635.73 |
| Depreciation |
157.08 |
123.66 |
| Financial Charges |
260.97 |
230.07 |
| Profit/Loss Before Tax |
348.70 |
282.00 |
| Prior period items |
- |
- |
| Provision for tax |
98.42 |
86.00 |
| Deferred tax |
(1.22) |
(6.66) |
| Net Profit/(Loss) |
251.49 |
202.67 |
| EPS (INR) |
0.17 |
0.18 |
REVIEW OF OPERATIONS:
With the objective of strengthening its market presence, stabilizing operations,
enhancing competitiveness, and expanding reach, the Company is focusing on both trading
and processing of edible oils, including refining activities. This strategic move is
expected to enhance the Company's visibility and reputation in the sector, thereby
enabling it to generate sustainable income from refinery operations in the future. During
the year under review, however, the high price volatility in trading led to a cautious
approach, resulting in restrained trading volumes as reported.
The ongoing Ukraine-Russia war has disrupted global supply chains, leading to higher
prices of crude oil, edible oils, fertilizers, and other commodities. Since India imports
a significant portion of these items, the conflict has caused inflationary pressures,
increased import bills, and affected trade balances. However, India is also exploring
alternative sourcing and strengthening domestic production to minimize long-term impacts.
India continues to be the largest importer of edible oils globally. Key growth drivers
such as rising disposable incomes, rapid urbanization, evolving dietary preferences, and
the expansion of the food processing industry are fueling demand in the domestic market.
Against this backdrop, the Company is well-positioned on the right growth trajectory and
is poised to capitalize on these opportunities, ensuring healthy revenue generation in the
years to come.
Profitability Analysis
| Particulars |
FY 2024-25 |
FY 2023-24 |
Growth/Change |
| PBDIT (Profit before Depreciation & Interest) |
Rs.766.75 L |
Rs.635.73 L |
Rs. 20.6% |
| Depreciation |
Rs.157.08 L |
Rs.123.66 L |
Rs. 27.1% |
| Financial Charges |
Rs.260.97 L |
Rs.230.07 L |
Rs. 13.5% |
| Particulars |
FY 2024-25 |
FY 2023-24 |
Growth/Change |
| Profit Before Tax (PBT) |
Rs.348.70 L |
Rs.282.00 L |
Rs. 23.6% |
| Provision for Tax |
Rs.98.42 L |
Rs.86.00 L |
Rs. 14.4% |
| Deferred Tax |
Rs.(1.22) L |
Rs.(6.66) L |
Lower |
| Net Profit |
Rs.251.49 L |
Rs.202.67 L |
Rs. 24.1% |
| EPS |
Rs.17 |
Rs.18 |
- |
Overall Financial Health
Revenue Growth: Strong year-on-year revenue growth of 15.8%.
Cost Control: Revenue grew strongly during the year, and despite a proportionate
increase in expenses, the Company achieved healthy improvement in overall profitability.
Profitability:
• Operating profits (PBDIT) grew 20.6%, indicating operational efficiency.
• Increased depreciation reflects the Company's continued investment in
strengthening its asset base.
• Higher financial charges indicate strategic investments supported by additional
funding to drive growth.
Net Profit: Increased by 24.1%, showing an overall positive performance.
EPS: The slight dip in EPS is due to an increase in share capital from a recent rights
issue, supporting the Company's growth and expansion plans.
Positive Indicators:
• Strong revenue growth.
• Improvement in profit margins before tax.
• Healthy net profit growth.
The affairs of the Company are conducted in accordance with the accepted business
practices and within the purview of the applicable legislations. Your directors feel that
your company will achieve better results in the coming years.
CHANGE IN NATURE OF BUSINESS:
During the year under review, the Company has further enhanced its refinery facilities
and continues to undertake upgradation initiatives to improve operational efficiency.
Apart from these developments, there has been no significant change in the nature of
business carried out by the Company. The management remains focused on the refining of
edible oils as a key strategy for ensuring long-term sustainability in the industry, along
with trading and processing of edible oils and allied agricultural products. Additionally,
the Company is evaluating opportunities to venture into agro-processing in the near future
to diversify its business portfolio.
LISTING:
The Company has been listed at BSE alone w.e.f. 11-10-1995. The stock exchange symbol
for shareholders identity is DILIGENT.
DIVIDEND:
With an interest to re-invest the profits, the Directors of your Company did not
recommend any dividend for the Financial Year 2024-25.
TRANSFER TO RESERVES:
The profit after tax for the period has been transferred to the reserve & surplus
in the balance sheet / other equity schedule in the balance sheet.
SHARE CAPITAL AND ALLOTMENTS
During the year under review, the Authorized Share Capital of the Company was increased
from Rs.24,00,00,000/- to Rs.35,00,00,000/- to facilitate the proposed Rights Issue.
Pursuant to the completion of the Rights Issue, as detailed below, the Issued and Paid-up
Share Capital of the Company stands at Rs.23,84,30,766/- , comprising 23,84,30,766 Equity
Shares of Rs.1/- each. The aforesaid increase in the Authorized Share Capital and the
consequential amendments to the Capital Clause of the Memorandum of Association
("MOA") were duly approved by the members of the Company at the Extraordinary
General Meeting ("EGM") held on 09th October, 2024.
Rights issue.
During the year under review, the Company successfully completed a Rights Issue of
Equity Shares which was approved by the Board on 29/05/2024 to existing equity
shareholders in the ratio of 6 Equity Shares for every 5 Equity Shares held on the record
date i.e. 24/10/2024. The issue opened on Monday, November 11, 2024 and closed on Monday,
December 09, 2024, and the shares were allotted on Thursday, December 19, 2024.
The Objects of the Issue were:
1. Adjustment of Unsecured Loans against the Rights Entitlement of the Promoters.
2. Towards meeting working capital requirements; and
3. General Corporate Purposes.
The unsecured loans aggregating to Rs. 2674.53 Lakhs as on 31.03.2024 of Mr. V
Bhanuprakash & Mrs. Phani Anupama, the Promoters & Directors of the Company, were
Adjusted against the Rights Entitlement of the respective Promoters & Directors.
Pursuant to the Letter of Offer dated October 16, 2024 the Company issued and allotted
12,40,70,766 rights equity shares to the eligible equity shareholders including promoters
on 19/12/2024 at a price Rs. 3.60/- each including premium of Rs. 2.60/- per equity share.
Accordingly, the Company had raised capital of Rs. 44,66,54,757.60/- from the rights
issue.
The above stated rights issue equity shares were listed and permitted to trade on the
BSE Stock Exchange with effect from Thursday, December 26, 2024.
Accordingly, the rights issue net proceeds were completely utilized / adjusted by the
quarter ended on 30th June, 2025 as per the objects, terms and conditions
specified in the Letter of Offer dated October 16, 2024.
Change in Shareholding Pattern
Pursuant to the Rights Issue, there has been a change in the shareholding pattern of
the Company. The updated shareholding structure has been filed with the stock exchanges in
compliance with Regulation 31 of SEBI (LODR) Regulations, 2015.
Compliance Confirmation
The Board of Directors confirms that:
The Rights Issue was carried out in compliance with the applicable provisions of the
Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, the SEBI (LODR) Regulations, 2015,
and other applicable rules and regulations.
All necessary approvals, filings, and disclosures relating to the Rights Issue have
been made with the Registrar of Companies, SEBI, and the respective Stock Exchanges.
The proceeds from the Rights Issue have been utilized strictly for the purposes as
disclosed in the Letter of Offer.
Further details regarding the rights issue can be found in Note No. 40 of the Notes to
the Financial Statements as of March 31, 2025. Kindly refer to the same.
DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Section 73 of
the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during
the Financial Year.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Board consists of Six (6) Directors including Three Independent Non- Executive
Directors and One NonExecutive Non- Independent Director. None of the Directors of the
Company are disqualified under the Provisions of the Companies Act, 2013 ('Act') or under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All
independent Directors have provided confirmations as contemplated under Section 149(7) of
the Companies Act 2013 stating that they meet the criteria of independence, as provided in
Section 149(6) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Appointments / Re-appointments:
During the year under review, pursuant to Section 152(6) Mr. KIRAN KUMAR VANKINENI
(DIN: 02696680) is being retired by rotation and being eligible he himself offer for
reappointment. Therefore, members may appointment him as Executive Director in the
ensuring Annual General meeting.
Mr. SRINIVAS BABU EDUPUGANTI, (DIN-03637508) one of the Independent Directors of the
Company ceased to be Independent Director of the Company in view of end of term of his
office as an Independent Director w.e.f. 30/09/2024.
Therefore, pursuant to the provisions of Sections 152, 160 and all other applicable
provisions contained under the Companies Act, 2013 ("Act"), and in terms of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company
received a notice in writing from a member under Section 160(1) of the Act proposing Mr.
Sri Durga Prasad Vajjha (DIN: 10275174) to the office of the Independent Director of the
Company, and also recommended by the Nomination and Remuneration Committee. Therefore, the
Board in its meeting held on 07/08/2024 ("Effective Date"), appointed him for a
period of five years from effective date to the office of Independent Director of the
Company and the same was approved by the members in the last AGM held on 30th
August, 2024.
The term of office of Sri Lokeswararao Nelluri (DIN: 08679768) & Sri Baba Mohammed
(DIN: 08422704) as an Independent Directors of the Company ending on 14/09/2025 and
04/12/2025 respectively. Therefore, the Board in its meeting held on 05/09/2025,
re-appointed Sri Lokeswararao Nelluri (DIN: 08679768) & Sri Baba Mohammed (DIN:
08422704) as an Independent Director of the Company for a further term of 5 years in terms
of Section 149 of the Companies Act, 2013, whose office is not liable to retire by
rotation and with effect from 15/09/2025 and 05/12/2025 respectively subject to members
approval in the ensuing AGM. Accordingly, your board recommends the approval of the
members for the above stated re-appointments by way of special resolutions.
FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEES
AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an Annual Evaluation of its own performance and
has devised a Policy on evaluation of performance of Board of Directors, Committees and
Individual Directors, pursuant to the provisions of the Act, the Corporate Governance
requirements and as prescribed by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Extract of the Policy on Evaluation of Performance of the Board, its committees and
individual Directors, is available on the website of the Company at
http://www.diligentindustries.com/investor-relations.html.
In a separate meeting of independent directors held on February 14, 2025, the
performance of nonindependent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, considering the views of Executive directors
and non-executive directors. The same was discussed in the Board meeting that followed, at
which the performance of the Board, its committees and individual directors was also
discussed.
The performance of the Board was evaluated by the Independent Directors, after seeking
inputs from all the directors on the basis of the criteria such as the Board's
composition, structure, effectiveness of Board processes, information and functioning,
etc.
The Independent Directors reviewed the performance of the individual directors based on
the criteria such as the contribution of the individual director to the Board like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
Evaluation by Board (Other than Independent Directors):
In accordance with Regulation 17(10) of SEBI Listing Regulations, the entire Board of
Directors of the Company shall evaluate the performance of Independent Directors of the
Company. Performance evaluation of Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the Non-Independent
Directors was carried out by the Independent Directors who also reviewed the performance
of the Secretarial Department. The Directors expressed their satisfaction with the
evaluation process.
Criteria for Performance Evaluation:
a. Ability of the candidates to devote sufficient time and attention to his
professional obligations as Independent Director for informed and balanced decision
making.
b. Adherence to the Code of Conduct in letter and in spirit by the Independent
Directors.
c. Bringing objectivity and independence of view to the Board's discussions in relation
to the Company's strategy, performance, and risk management.
d. Statutory Compliance and ensuring high standards of financial probity and Corporate
Governance.
e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities
of the Board and Accountability under the Director's Responsibility Statement.
Familiarization Programmes for Independent Directors:
All Independent Directors inducted into the Board attended an orientation program. The
Familiarization Policy of the Company is available on its website
https://www.diligentindustries.com/investor-relations.html. A familiarization program for
the Independent Directors was also held in its separate meeting.
The following are the feminization programmes held during the year.
| S. No Name of the Programme |
Directors attended |
Duration of the Programme |
Date |
| 1 Updates under Companies Act, 2013 and SEBI LODR regulations, 2015 and
Board Evaluation Process. |
1. Mr. Lokeswararao Nelluri |
4 Hrs |
29/05/2024 |
|
2. Mr. Mohammed Baba |
|
|
| 2 Updates on Corporate Governance and Role of Independent Director. |
1. Mr. Durga Prasad Vajjha |
3 Hrs |
13/11/2024 |
|
2. Mr. Lokeswararao Nelluri |
|
|
|
3. Mr. Mohammed Baba |
|
|
| 3 Updates on GST, IT and Risk Management. |
1. Mr. Durga Prasad Vajjha |
2 Hrs |
14/02/2025 |
|
2. Mr. Lokeswararao Nelluri |
|
|
|
3. Mr. Mohammed Baba |
|
|
INDEPENDENT DIRECTORS' DECLARATION
Each of the Independent Directors of the Company have submitted declaration, pursuant
to Section 149(7) of
the Companies Act, 2013 ("the Act"), stating that they meet the criteria of
independence as laid down in
Section 149(6) of the Act and Regulation 16 of the SEBI (LODR) Regulations, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors confirm that:
i) In preparation of annual accounts for the financial year ended 31st
March, 2025 the applicable Accounting Standards have been followed along with proper
explanation relating to material departures;
ii) 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 true and
fair view of the state of affairs of the Company at the end of the financial year ended 31st
March, 2025 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance of
adequate accounting records in accordance with the provisions of the Companies Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) The Directors had prepared the annual accounts on a 'going concern' basis;
v) 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
vi) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS & REPORT:
The Board in its meeting held on 03rd May, 2024 appointed M/s. P.
Suryanarayana & Co. FRN: 009288S, as the
Statutory Auditors of the Company to fill the casual vacancy caused due to the
resignation of M/s NSVR & Associates LLP, Chartered Accountants, (Firm Registration
No.008801S) vide their letters dated 06th March, 2024.
Further, the members of the Company in the Extraordinary General Meeting
("EGM") held on 27th May, 2024 approved the appointment of M/s. P.
Suryanarayana & Co., Chartered Accountants (ICAI Firm Registration No. 009288S), as
the Statutory Auditors of the Company to fill the casual vacancy caused on account of
resignation of M/s. NSVR & Associates LLP, Chartered Accountants (ICAI Firm
Registration No. 008801S/S200060), therefore they held office from the conclusion of the
above stated Extraordinary General Meeting and continued to hold the office till the
conclusion of the 30th Annual General Meeting of the Company held on
30/08/2024.
Thereafter, your Board in it's meeting held on 07/08/2024 appointed M/s. P.
Suryanarayana & Co., as the Statutory Auditors of the Company for a period of 5 years
from FY 24-25 to 28-29 and the same was approved by the members in the 30th AGM
held on 30/08/2024.
Accordingly, M/s. P. Suryanarayana & Co., will hold the office as the Statutory
Auditors of the Company till the FY 28-29. The Statutory Audit Report 2025 contains the
following observations, reservations or adverse remarks and otherwise it is
self-explanatory.
i. Delays in remittance of PF, ESI & TDS - Streamlined its processes and
strengthened internal controls to ensure that all statutory dues are deposited within the
prescribed timelines going forward.
ii. Income-Tax Liabilities - The Company is evaluating the possibilities of filing
appeals wherever possible, and other due shall be paid soon.
iii. Not recognized provision for Gratuity - The management is in the process of
evaluating the liability and will take necessary steps to recognize the provision in the
books of accounts.
SECRETARIAL AUDITORS & REPORT:
M/s. Ganga Anil Kumar & Associates ("GAKA"), Practicing Company
Secretaries, were appointed to conduct the secretarial audit of the Company for the
financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules
there-under. The secretarial audit report for FY 2024-25 forms part of the Annual Report
as Annexure-II to the Board's report. The Secretarial Audit Report does not contain any
reservations, qualifications or adverse remarks and is self-explanatory.
Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements)
(Third Amendment) Regulation, 2024, the Board has recommended appointment of GAKA as the
Secretarial Auditors of the Company for a term of five consecutive financial years
commencing from April 01, 2025 till March 31, 2030. The appointment will be subject to
shareholder's approval at the ensuing AGM.
Therefore, your Board recommends the appointment of GAKA as stated in the AGM Notice.
INTERNAL AUDIT
In terms of Sec. 138 of the Companies Act, 2013 internal auditor(s) of the company have
been appointed and the Internal Auditor of the company directly reports to the Audit
Committee.
COST RECORDS & AUDIT
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is maintaining cost records as
specified by the Central Government and conduct a cost audit for the applicable financial
year as and when applicable.
The Company has maintained the required cost records in compliance with the provisions
of the Act, and the Cost Audit Report for the applicable financial year shall be filed
with the Ministry of Corporate Affairs within the prescribed timelines as and when
applicable.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. Management has set-up a system to monitor and evaluates the
efficacy and adequacy of internal control system in the Company on regular basis, its
compliance with operating systems, accounting procedures and policies at all locations of
the Company. Based on the audit reports the units undertake corrective action in their
respective areas and strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board periodically.
The Board of Directors of the Company have adopted various policies like Related Party
Transactions policy, Whistle Blower Policy, policy to determine material subsidiaries and
such other procedures for ensuring the orderly and efficient conduct of its business for
safeguarding its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable
financial information.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the Board of Directors is of the opinion that
the Company's internal financial controls were adequate and effective during the FY
2024-25.
RISK MANAGEMENT:
The Risk Management is overseen by the Audit Committee of the Company on a continuous
basis. The Committee oversees Company's process and policies for determining risk
tolerance and review management's measurement and comparison of overall risk tolerance to
established levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis. For details,
please refer to the Management Discussion and Analysis report which form part of the Board
Report.
The Board has framed a Risk Management Policy, inter alia, identifying various elements
of risks faced by the Company which, in the Board's opinion, may threaten its existence
and providing measures to control and mitigate such risks. The said Policy is posted on
the Company's website www.diligentindustries.com.
ANNUAL RETURN:
In accordance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return for the FY 2024-25 will be placed in the website of the Company at
https://www.diligentindustries.com/investor- relations.html
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As per the criteria laid down in the Companies Act, 2013, the provisions of Corporate
Social Responsibility are not applicable to your Company during the current financial
year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO
Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure - III.
OTHER DISCLOSURES:
Board Meetings
During the year under review seven Board Meetings were held. For further details,
please refer Corporate Governance Report which forms part of this Annual Report.
Committees of Board
Your company has the following committees namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The constitution of all the committees is as per the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015. The details of the Constitution are mentioned in Corporate
Governance Report, which forms part of this Annual Report.
The Board constituted Rights Issue Committee on 29/05/2024 and the committee
accordingly met and completed the responsibilities entrusted to it for successful
completion of the Rights Issue. The Rights Issue Committee meetings were held on
12/06/2024, 16/10/2024, 14/11/2024 and 19/12/2024.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated in Regulation 34(3) of SEBI (LODR)
Regulations, 2015 and other applicable Regulations is attached hereto as a part of this
report as Annexure - IX
MANAGEMENT DISCUSSION AND ANALYSIS
A brief note on the Management discussion and analysis for the year is annexed as
Annexure - VIII VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of SEBI (LODR) Regulations, 2015, a Vigil Mechanism for directors and
employees to report genuine concerns or grievances about unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct or Ethics Policy and to
provide adequate safeguards against victimization of persons who use such mechanism and to
provide direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases.
The Policy on vigil mechanism and whistle blower policy may be accessed on the
Company's website at http://www.diligentindustries.com/investor-relations.html.
REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL/ EMPLOYEES:
Statement showing disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act read with Rule 5(1) and 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as
Annexure - IV.
PARTICULARS OF EMPLOYEES
No employee of your Company is in receipt of remuneration during the financial year
under review as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of balances of the Loans, guarantees and investments if any covered under
Section 186 of the Companies Act, 2013 are given in the notes to the financial statements
pertaining to the year under review.
No Loans, guarantees and investments made / provided during the year under review
covered under Section 186. The Company disinvested its equity shares in GENESIS IBRC INDIA
LIMITED, a BSE Listed company during the year. Entire 30,00,000 equity shares of 10/- each
were sold by way of Off Market sale on 06/03/2025 and necessary disclosures were filed
with BSE in terms of Regulation 29(2) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 within stipulated time
("The SAST
Regulations").
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:
The Company has no subsidiaries, joint venture, associate companies during the year
under review.
RELATED PARTY TRANSACTIONS:
Related party transactions entered during the financial year under review are disclosed
in the Financial Statements of the Company for the financial year ended 31st
March, 2025. These transactions were entered at an arm's length basis and in the ordinary
course of business. There were no materially significant related party transactions with
the Company's Promoters, Directors, Management or their relatives, which could have had a
potential conflict with the interests of the Company. Form AOC-2, containing a note on the
aforesaid related party transactions is enclosed herewith as Annexure - VI.
Related Party Disclosures, as per Schedule V of SEBI (LODR) Regulations, 2015 are
enclosed herewith as Annexure-VII.
The policy on materiality of Related Party Transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website at
http://www.diligentindustries.com/investor- relations.html.
HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives.
Keeping this in view, your Company takes utmost care to attract and retain quality
employees. The employees are sufficiently empowered, and such work environment propels
them to achieve higher levels of performance. The unflinching commitment of the employees
is the driving force behind the Company's vision. Your Company appreciates the spirit of
its dedicated employees.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT. 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. No cases were filed pursuant to the
Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013
during the year under review.
The Company has zero tolerance for sexual harassment at workplace. Further details
pertaining to the same, as required to be disclosed, are furnished in the Corporate
Governance Report annexed hereunder.
DISCLOSURES UNDER THE MATERNITY BENEFIT ACT, 1961:
As per the Companies (Accounts) Second Amendment Rules, 2025, the Board Report requires
a formal compliance statement confirming adherence to the Maternity Benefit Act, 1961.
The Company affirms that it has complied, wherever applicable, with all applicable
provisions of the Maternity Benefit Act, 1961, including the grant of paid maternity
leave, provision of nursing breaks, and other benefits as applicable to the Company. Where
required, creche facilities have been made available in accordance with Section 11A of the
Act. The Company remains committed to providing a safe, equitable, and supportive
workplace for women employees during and after pregnancy.
During the year under review, there were no request received, hence the compliance with
the provisions will
not arise.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs (MCA) has undertaken green initiative in Corporate
Governance by allowing paperless compliances by the Companies and permitted the service of
Annual Reports and documents to the shareholders through electronic mode subject to
certain conditions and the Company continues to send Annual Reports and other
communications in electronic mode to the members who have registered their email addresses
with the Company/RTA.
TRANSFER OF SHARES TO IEPF
As per Section 124(6) of the Act, all shares in respect of which dividend has not been
paid or claimed for seven (7) consecutive years or more shall be transferred by the
Company to Investor Education and Protection Fund (IEPF) of the Central Government. During
the year under review no such instances.
GENERAL:
1. Your directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
I. Issue of equity shares with differential rights as to dividend, voting or otherwise.
II. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
III. Neither the Managing Director nor the Whole-time Director of the Company receive
any remuneration or commission from any of its subsidiaries.
IV. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
V. No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year and date of report.
VI. No frauds were reported by the auditors during the year under review.
VII. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
VIII. There was no instance of onetime settlement with any Bank or Financial
Institution.
2. The Company has complied with Secretarial Standards, i.e. SS-1 and SS-2 relating to
Meetings of the Board of Directors and General Meetings respectively, issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs.
POLICIES & CODE OF CONDUCT:
The Company has adopted and implemented all mandatory and statutory policies as
required under the applicable laws, including but not limited to the provisions of the
Companies Act, 2013 and the relevant SEBI Regulations etc and the same are being reviewed
and updated from time to time. These policies are made available on the Company's website
for the information and benefit of all stakeholders. The same can be accessed through the
following weblinks:
• Terms & Conditions of appointment of Independent Directors
• Code of conduct of Board & Senior Management Personnel
• Vigil Mechanism and Whistle Blower Policy
• Criteria - Payments to Non-Executive Directors
• Policy - Related Party Transactions
• Policy - 'Material Subsidiaries'- Not Applicable
• Policy - Determination of Materiality of Events or Information
• Dividend Distribution Policy
• Code of Insider Trading
• Nomination & Remuneration Policy
• Policy on Preservation of Documents
• Risk Management Policy
• Sustainability Policy
• Whistle Blower Policy
• All other policies
ACKNOWLEDGEMENTS:
Your directors wish to convey their appreciation to business associates for their
support and contribution during the year. The Directors would also like to thank the
employees, shareholders, customers, suppliers, alliance partners and bankers for the
continued support given by them to the Company and their confidence reposed in the
management.
|
By order of the Board of Directors |
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For Diligent Industries Limited |
| Place: Denduluru |
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| Date: 05.09.2025 |
Sd/- |
Sd/- |
|
Phani Anupama Vankineni |
Bhanu Prakash Vankineni |
|
Director, DIN: 00935032 |
Managing Director, DIN: 00919910 |
| Reg. Office: Dwarka Thirumala Road, Denduluru Village and Mandal, Eluru
District, AP- 534 432. |
|
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| CIN-L15490AP1995PLC088116 |
|
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| E Mail - diligentinvestors@gmail.com |
|
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| Website: https://www.diligentindustries.com |
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