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Disha Resources Ltd			Industry : Trading


BSE Code:	531553	NSE Symbol:	Not Listed	P/E(TTM):	43.86

ISIN Demat:	INE193D01019	Div & Yield %:	0	EPS(TTM):	0.57

Book Value(Rs):	56.3889344	Market Cap ( Cr.):	18.3	Face Value(Rs):	10

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The Members,

Jlisiiu Resources Limited [UN: L74110GJ1995PLC024B69:

Ah ni eda bad-3 0 0014

The Beard of Directors (the "Board") of Dishn Resources Limited ["your Company"/ "the Company") is pleased to present the 29^th (Twenty Minth) Annual Report and the Audited Financial Statements of your Company For the Financial year ended 31 * March, 2(124 ("Financial Year tinder review"].

II) FINANCIAL SUMMARY AND IIIGI I LIGHTS:

The financial performance of the Company for the Financial Year under review and for the previous financial year ended on 31” March, 2024 is given below:

[Amount in Rs.]

Particulars	Current Year (2023-24)	Previous Year (2022-23)
Revenue from operations	1,40,73,60.80	3,71,18,633
Other Income	3.19,41,543	67,70,181
Total revenue	4,59,15,223	4,38,38,814
Expenditure
Employee benefits expenses	15,54,000	14,84,000
Other expenses	1,51,26,137	3,79,51,719
Total expenses	1,66,80,137	3,94,35,719
Profit/(Less) before exceptional and extra ordinary' items and tax	2,92,35,0 36	44,53,095
Tax expense:
Current Tax	149.83.28+)	f&,94,683)
Less: MAT Credit	17,62,020	1,50,023
Deferred Tax	41,29,730	-
Net profit/(Loss) for the year	3,02,43,552	39,08,440
Total Other Comprehensive Income	9,39,530	5,51,30,298
Total Comprehensive Income	3,11,03.082	5,90,38,737
Earnings Per Share (EPS)
Basic	4.25	8.07
Diluted	4,25	8.07

[2] STATE OF AFFAIRS OF THE COMPANY AND PERFORMANCE:

The Company's main object is to carry on the business of Industrial supply including precious and semi-precious metals. Logistic Services, Trading of waste paper, recycling of paper, trading of textile, coal and coal related products. Also, the Company deals into Trading of Metal Items (coil/shccts/plates), Motor blowers & condensers, copper' pipe, copper¹ fittings & in Fabrics Crey cloth & finish cloth and trading in stocks.

During the financial year 2023-24, the company delivered a strong performance, due to increase in Long term gain on sales of shares &. partial gam in interest income, in compare to financial year 2022-23. It is nearly HI times of the net profit generated in the previous year. The bettor results of the company are generated due to dealing and trading in securities. Further, as per the survey, during the financial year, enhanced participation of retail investors 1 ended stability to the capital market and it resulted beneficial for the company.

The total revenue of the Company from operation stood at Rs. 1.40.73,680/- in current FY 202 3-24 a s contrast to Its, 3,71,18, 633 /- in the previ oils FY 2 0 2 2-23,

The Total Expenses were l_r66_rHf)_r137/- during current FY 2023-24 in contrast to Rs. 3,94.33,719/- in Ihe previous FY2022-23.

The Net Profit after Tax was Its. 3,02,43,532/- for the year 2023-24 compared to Net profit of Rs. 39. 00.440/- fertile year 2022-23.

The Directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming Financial Year.

f31 SHANK CAPITAL:

(Amount in INK Thousands)

Year	Authorised Capital		Issued Capital		Subscribed Paid-Up Ca	Capital & pital
Year	Shares	Rs.	Shanes	Rs.	Shares	Its.
2023 24 [C.F.Y.]	?8000 000	BO 000,0	7500800	75008.0	7315500	73155.0
2022-23 [P.K.Y.]	8000000	80000,0	7500800	75008.0	7315500	73155.0

The Company has neither issued shares with differential rights as to dividend, voting nr otherwise nor issued shares [including sweat equity shares) to the employees or Directors of the Company, under any Scheme, No disclosure is required under Section t?7[3)[c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are riot applicable.

Ml TRANSFER TO RESERVE:

The Company docs not propose to transfer any amount to reserves of the Company. I lowcvci, during the year net profit of Rs. 3,02,43,552/- was retained in the profit & Loss account.

151 DIVIDEND:

During the Year under review, the turnover and profitability of the Company has grown sufficiently, However, your directors, in order to conseive the resources and recognizing the need for conserving cash to augment its working capital to continue the growth momentum, thought il would he prudent to plough back the profits for the year for the operations and do not reco m m end any d i vidend for the yea r 2 0 2 3-24 und er review.

:0: DETATI.S OF DIREfTOR.S / KEYMAMAfiEBIALPERSONNEL APPOINTED/BESlfiMEP; Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rahul Ram take [DIN: 08354776) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

Your directors recommend Ills rc-appointmetit Tor approval of the members and the brief details as required under regulation 36(3) of SEBI Listing obligations and Disclosure r equirement. Regulations 2015, read with secretarial standai-d, is provided as Annexure to the notice of the Annual general meeting.

Appointment;

During the financial year Under review, following directors were appointed by the hoard as an additional director in the board meeting beid on 12/02/2024:

Name of Directors	Designation	DIN
Mr. Nilesh Tlwari	Independent Director	10469420
Mrs. Padmaia Deshnmkh	independent Director	10230913
Mr. Shekhar Moreshiya	Non-executive Director	105-01639
Mr. Suyog Nil da war	Executive Director	07864158

Re-appointment

Board members pursuant to the requirements of the companies Act, 2013, approves and offers to the member for re-appointment of Mr. Rahul Ramteke (DIN: 09354776) who retires by ?notation at the ensuing annual general meeting.

Board memhers after considering the expertise and experience of Mr. Krishna Awtar Itabra (DIN: 00650317), recommend his re-appointment as managing Di reel or before the members i n the u pco m i ng a n nu al gen era I meeti ng for t lie fu rthe r te rm of 3 years, as the earlie r te rm of 5 years, duly approved by the members gets expire on 13^th August, 2025.

Since, before one year, it is beneficial and cost effective for the company to get the approval from the members in the upcoming annual general meeting.

Cessation:

During the year under review, following directors have resigned;

Name of Directors	Designation	Date	DIN
Mr. Nfl-eral Kumar Maheshwari	Director	13/07/23	01010325
Mr. Vi pul Vashi	Jndeuendent Director	13/07/23	0693044B
Ms. Mukta Maheshwari	Director	12/02/24	00194635
Mr. lugdish Prasad Kabra	Independent Director	12/02/24	00482014
Ml'. Naveen Ashnk Kumar Maheshwari	Independent Director	12/02/24	05239915
Mr. Pradeep Kumar Dad	Independent Director	12/02/24	07653899

ltey Managerial Personnel;

The following persons were designated as Key Managerial Personnel as on 31.03.2024:

SR KO.	NAMEOFKMF	DESIGNATION
1.	Mr. Krishna AwtarKabra	Managing Director
2.	Mr. Vijuvbhai Vrailal Mehta	Chief Financial Officer fCFOl
3.	•Ms. Pbwam Nagar	Company Secretary and Compliance officer

Ms. Dlnvani Nagar was appointed hy the board fn their meeting held on 26.0S.20Z3.

The Company has compiled with the requirements of having Key Managerial Personnel as per provis ions o f Sectio n 2 0 3 of th e Compan ies Act, 2013.

[7: DETAILS OF HOLDING/SIJRS1 nARY COMPANIES:

The Company doesn't have any Holding/ Subsidiaiy/ Joint Ventures/ Associate Companies at the beginning of the year, during tire year or at the end of the year and hence there is no .requirement of giving the statement containing the salient feature of the financial statement of the Company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures,

m DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit a.s prescribed under the provision of the Companies Act, 201 3 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit failing under Rule 8 (SIM and (vi) of Companies [Accounts) Rules, 2014.

m DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS Oft COURTS OR TRIBUNALS:

During ihe year under review t lie re were no signifkanl and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Company's operation in future.

1101 INTFRNAI. FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Cnmpany. The Company has adopted the pnlicies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, tire accuracy and completeness of the accounting records, and the timely preparation of re liable financial Information.

:11: CONSRRVATION OF ENERGY, TEClINGmCY ABSORPTION, FOREfGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule fi [3) of Coin pantos [Accounts) Rules, 2014, the Board of Directors hereby declare that there are no particulars to report for the Conservation of Energy & Technology Absorption. There was no foreign exchange earnings and outgo during the year under the review.

[12] PERSONNEL:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) of Co rn pa n ies [Appointment a nd Re m u nerati on of Ma nage ria l Pe rso nnel) R ules, 2014.

[13] AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

M/s. S. N. Shah & Associates (Firm Registration No. 109782 W) were re-appointed as Statutory Auditors of the Company for the second term of 5 (Five) consecutive years to hold office From the conclusion of the 27th (Twenty-Seventli) Annual General Meeting (ACM] till the Conclusion of 32nd {Thirty-Second) Annual General Meeting of the Company.

The doles on financial statements referred to in the Auditors' Report are self-explanatory and do not call For any further comments- The report does not contain any qualification, neseivation or adverse remark.

fBI SECRETARIAL AUDITORS:

The Board of Directors of the Company has, in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made in this hchalt. appointed M/s. IJmesh Vod & Associates. Company Secretaries to carry out Secretarial Audit of the Company for ihe Financial Year 2023-24, The Report of the Secretarial Auditor is annexed to this Report as 'Annexure A" which is self-explanatory and gives complete information.

There is no qualification or remark in secretarial auditor's report-

{C) ETERNAL AUDITORS:

Tine Board of Directors has appointed M/s. SNDK & Associates LLP, Chartered Accountants, as Internal Auditors of the Company to carry out Internal Audit of the Company far the Financial Year 2023-24, The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate ihe scope, functioning periodicity and methodology for conducing the Internal Audit.

IP1 COST RECORDS AND COST AUDITORS;

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

:14: msni.OSIlRE UNDER SECTION 197f121 AND RIME 51D OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNELS RULES. 2014:

There was no employee drawing remuneration requiring disclosure under section 197[12] and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as "Annexure B."

fl5l LISTING 01 SHARES;

The Equity Shares of the Company are listed on the Bombay Stock Exchange with security ID/symbol ofDRL-

The Company confirms that the Annual Listing fees of Bombay Stock Exchange is paid for the year 2023-24;

[1 ft] mRECmuS RESPONSIBITl V STATEMENT:

As required under the provisions nF Section 134 of the Companies Act, 2013, to the host of their knowledge and belief the Board of Directors hereby submit that:

{a) In the preparation of the annual accounts for the year ended 2023-24, the applicable accounting standards have been followed along with proper 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 fai r view of the sta te of a ffai rs o f the Comp? ny at the e nd of the fi ra ncial year 2023-24 and of the profits 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 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 or a going concern basis.

[c) The Directors have iaid down irternai financial controls as required by Explanation to

Section 134(5)0) of the Act] to he followed by the Company and such Internal financial controls are adequate and are operating effectively.

['] The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

:17: I.ORPflRATr GOVERNANCE:

The Regulation 27(2) (a) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 regarding Corporate Governance is not applicable to the Company, as Company Is exempted under criteria of Regulation 15[2)[a] of SEEM {Listing Obligation & Disclosure Requirements] Regulations, 2015, being the paid-up capital of the Comp any being less than fts.10 Crore and Net Worth being less than Rs. 25 Crones, the threshold limit as prescribed therein.

Ilifl MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 is annexed as ''Annex.ure-C".

1191 COMPLIANCE WITIf TUT SECRETARI AL STANDARD:

The Company has compiled with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

(201 RELATED PARTY TRANSACTION5

All Related Party Transactions that were entered during the year 2023-24 under report were on an arm's length basis and in tire ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year which may have potential conflict with the interest of the Company hence, there is no information to he provided as required under Section 134[3][h] of ihe Companies Act, 2013 read with Rule 8 [2) of the Companies [Accounts) Rules, 2014.

The details of the Related Party Transactions are provided in the notes to the accounts i.e.,

30[b], Members are requested io refer the same.

1211 PARTICULARS OF LOANS / GUARANTEES l IN VESTMENT:

Tine Particulars of investment and loans, made under Section 186 of the Companies Act, 2013 are furnished in the Notes No, 3,4&l0tothe financial Statements for the year ended 3l^HMarch 2024.

Tine Company has not provided any guarantee or security to companies, firms, limited liability partnerships or other parties.

1221 RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions, It is designed to anticipate, evaluate anti mitigate risks in order to minimize its impact on the business. It is dealt with in greater details in the management discussion and analysis section. During the year, there were no elements of risk, which in the opinion of the Board may threaten the existence of the company.

12:*I nm.ARATIFY RV INDFPRN'DRYT DIRRCTORS:

The following Directors as oil (ll¹¹ April, 2023, are/were independent in terms of Section 149[6] of the Companies Act, 201.3 and the SEBT [Listing Obligations and Disclosure Requirement) Regulations, 20L5-:

Mr. Vipul Vashi	Restated w.e.f, 13/07/2023
Mr. Pradeep Kumar Dad	Resigned w.e.f. 12/02/2024
Mr. Navcen Ashnk Kumar Malieshwari	Resigned w.e.f. 12/02/2024
Mr. Jagdish Prasad Kabra	Resigned w.e.f. 12/02/2024
Mr. NileshTiwari	Appointed w.e.f. 12/02/2024
Ms. Padmajj Deshmukh	Appointed w.e.f. 12/02/2024

The Company has received requisite declarations/ confirmations from all the above Directors confirmi ng tiiei r i n de pend ence,

Your Board confirms that in their opinion the independent directors fulfill the conditions of the independence as prescribed under the SEB1 (LODR), 2015 and they are independent of the management Further, in the opinion of the Board the independent directors possess requisite expertise., experience and integrity. All the Independent Directors nu the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgatn as notified by the Central Government under Section 150(1) of the Companies Act, 2(112.

1241 DISCLOSURE IJXPBR SECTION 164121 OF THIS COMPANIES ACT. 2013:

The Company has received the disclosure in Form DiR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

12,31 ANNUAL. RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at www.disharesourcesJtd.eom

T261 NUMBER. OF BOARD MEETIWCS:

The calendared meetings to he held, in a year is decided in advance by the Board and circulated to the Directors, The gap between two consecutive meetings was not mote than one hundred and twenty days as provided in section 173 of the Companies Act, 2013.

Sir [6) M eetitigs of the Board were hei d dun ng th a 15 nancial year 2 0 23- 24 on follow i ng dates:

26^lb May, 2023, 28"' May, 2023, 29^lh July, 2023, 12^lh August 2023, 9"¹ November, 2023, 12^aFebruary, 2024

Sr. No.	Name oi Director	DIN	Number &f Meetings entitled	Number of Meetings attended
1.	Mr. Krishna Awtar Kabra	00650817	6	6
2.	Mrs. Mukla Maheshwari	00194635	6	6
3.	Mr. Vipul Vashi	06930448	2	2
4.	Mr. Prjdeep Kumar Dad	07656899	6	6
5.	Mr. Neeraj Kumar Malieshwari	01010325	2	2
6,	Mr. Naveen Maheshwari	OS2399IS	6	6
7.	Mr. Jagdish Prasad Kabra	00462014	6	b
a.	Mr. Rahul Ramteke	08354776	5	5

*Ms. Pitdmufu Deshmtikh, Mr. Sttesh Tiwart, Mr. Suyog Ntldawar and Mr. Shekhar Moreshiya, the newly appointed additional dii-ectors offended the meeting as invitees at fJie 6^th board meeting held on 12^th February, 2024.

Requisite quorum was present during the Meetings.

[27] COKFORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company.

:2fi] REPORTING OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Hoard.

U91 DISCLOSURE UNDER THE SEXUAL HARASSMENT Oh WOMEN AT WORKPLACE tPKEVENTIUNj FRUHIEinUN AND REPRESSAL] ACL 2013

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 Haiussment of Women at Workplace (Prevention, Prohibition arid Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavors to create and provide an environnient that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace, The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year 2023-24, the Company has not received any complaint of sexual harassment

130] AMNUAL PERFORMANCE EVALUATION:

In compliance with the provisions of the Act and voluntarily under 5EBI (LOOK) Regulations, 2015, the performance evaluation was carried out as under:

Hoard:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, tlie Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the independent Directors were of the unanimous view that performance nfthc Board of Directors on a whole was satisfactoiy.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholder Relationship Committee was evaluated hy the Board having regard to various criteria such as committee composition, committee, processes. committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to tire mandate prescribed hy the Board unde]' tire regulatory requirements including the provisions of the Act, the Rules framed thereunder and the SRB1 (Listing Obligation and Disclosure Requirement] Regulation, 2015.

Individual Directors:

(a) Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, tlie performance of each independent director was evaluated by tire entire Board of Directors (excluding the director being evaluated] on various parameters like engagement leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the irianagemem in achieving higher growth and concluded that continuance of each independent director on the Board will he in the interest of the Company.

(b) Non-Independent Directors:

The performance of each of the non-independent directors (including the chair person) was evaluated hy the Independent Directors at their separate meeting. Further, their performance was 3Iso evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

[31] AUDIT CniVIMITTKK:

During the financial year 2023-24, due to resignation of independent directors and nonexecutive directors, the audit committee was reconstituted by the board.

As on the end of the financial year i.e._r 3'J^If March, 2024. the Committee comprises of 3 (Three) members where all being Non-executive Directors, The Composition of the Committee and attendance of the members is given hereunder:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Mr, Vipul Vasili	Non-Executive Independent Director	Chairman (Till 13/07/23)	L	1
2	Mr. Pradccp Kumar Dad	Non-Executive Independent Director	Member (Till 20/07/24) Chairman (till 12/02/2024)	4	4
3	Mr, Naveen Matiesliwiiri	Non-Executive had upend&iit Dirt'CtOT	Member (Till 12/02/24)	4	4
4	Mr. Rahul Ramteke	Nun-Executive Nun- Independent Director	Member (From 29/07/23)	3	3
5.	Ms. Padmaja Deshimikh	Non-Executive Independent Director	Chairperson (From 12/02/24)	0	0
6	Mr. Nilcsh Tiwari	Non-Executive Independent Director	Member (From 12/02/24)	0	0

During the financial year, 4 (Four) Audit Committee meetings were held tin Following (lutes:

26* May. 2 0 23. 12* August. 202 3, 9* Now m her, 202 3 a nd 12^th Feb ruary, 202 4.

Requisite quorum was present during the meetings,

The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process, to ensure accurate and timely disclosures. iuiegrUy and quality of financial reporting. The Committee oversees the work carried out in the Financial reporting process by the management, the Statutory Auditors, internal Auditor, the Cost Auditor, the Secretarial Auditor and notes the processes and safeguards employed by each of them.

The Composition and the Terms of Reference nf the Audit Committee Is as mentioned Ln the provisions of Section 177 of the Companies Act, 2013 as amended from time to time.

Vi21 NOMINATION AN[> REMUNEHATION COMMITTEE:

During the financial year 2023-24, due to resignation of independent directors and nonexecutive directors, the Nomination and Remuneration committee was reconstituted by the board.

As on the end of the financial year i.e._r 31^sf March, 2024, the Committee comprises of 3 (Three) members where all being Non-executive Directors, The Composition uf the Committee and attendance of themembei's is given hereunder:

Sr. No	Name of Members	Designation	Mom her/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Mr, Vipul Vasili	Non-Executive independent Director	Chairman (Till 13/07/23]	L	1
2	Mr. Pradccp Kumar Dad	Non-Executive Independent Director	Member (Till 20/07/24] Chairman (till 12/02/2024)	3	3
3	Mr, Naveen M ;iht:>hvv:3r:	Non-Executive JradypeiuJenit DirucLur	Member (Till 12/02/24)	3	3
4	Mr. Rahul Ramteke	Nor-Executive NonIndependent Director	Member (From 29/07/23)	2	2
5.	Ms. Padmaja Deshinukh	Nor-Executive Independent Director	Chairperson (From 12/02/24}	0	0
6	Mr. Nilcsh Tiwari	Non-Executive Independent Director	Member (From 12/02/24)	0	0

Duri nj; the yea r u rider review, three iti eeti ng of Nomi nati o n am d Remn m era tion Com miftee wa s held during the financial year 202!?-24 oil following date:

26* May, 2023,12* August, 2023, U* February, 2024

Requisite quorum was present during the meeting.

The primary objective of die Nomination and Remuneration Committee ("NRC"] is to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down including remuneration payable to the senior management, recommend to the Board their appointment and carry out evaluation of every director's performance.

The Composition and the Terms of Reference of the Nomination & Remuneration Committee is as mentioned in the provisions of Section I78( 1) of the Companies Act. 2013 as amended from time to time.

1331 STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the financial year 2023-24. due to resignation of independent directors and nonexecutive directors, the stakeholder's relationship committee was reconstituted by the board.

As on the end of the financial year i.e., 3I^sf March, 2024, the Committee comprises of 3 (Three] members where all heing Non-executive Directors, The Composition of the Committee and attendance of the members is given hereunder:

Sr. No	Name of Members	Designation	Member/ Chairman	Number of Meeting Entitled	Number of Meetings Attended
1.	Mr, Vipul Vasili	Non-Executive independent Director	Chairman (Till 13/07/23)	0	0
2	Mr. Pradccp Kumar Dad	Non-Executive Independent Director	Member (Till 20/07/24) Chairman (fill 12/02/2024)	1	1
3	Mr, Naveen Matiesliwiiri	Non-Executive had upend&iit Dirt'CtOT	Member (Till 12/02/24)	1	1
4	Mr. Rahul Ramteke	Nor-Executive Nun- Independent Director	Member (From 29/07/23)	1	I
5.	Ms. Padmaja Deshmukh	Nor-Executive Independent Director	Chairperson (From 12/02/24)	0	0
6	Mr. Nilcsh Tiwari	Non-Executive Independent Director	Member (From 12/02/24)	0	0

During the financial year 2023-24, the members ?of the Stakeholder Relationship Committee met on 12? February, 2024.

Requisite quorum was present during the meeting,

The Committee looks into the grievances of the Shareholders related to transfer of slimes, payment of dividend and non-receipt of annual report and recommends measure tor expeditious and effective investor service.

Tiie Composition and the Terms of Reference of the Stakehoiders Relationship Committee is as mentioned in the provisions of Section 178(5] of the Companies Act, 2013 as amended from time to time.

Tiie Company has duly appointed Registrar and Share Transfer Agent (Rl&T Agent: for servicing the shareholders holding shares In physical or de material I xed form. Ail requests Tor dematerialization of shares are likewise processed and confirmations thereof are communicated to the investors within the prescribed time. There were no complaints received during the year ended 31^st March 2024

I34T VIGIL MECHANISM;

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement- The employees of the company are free to report violations of ary laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concents and also (hat no discrimination with any person for a genuinely raised concern,

(351 POLICIES:

In accordance with the requirements of the- Companies Act, 2013 and SEEl (LODR) Regulations, 2013, the Hoard of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPS J

4. Person Authorised for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

S. Code of Practices and Procedures for Pair Disclosures of Unpublished Price Sensitive Information (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price Sensitive Information (UPSI)

All the a hove :Killcles have been displayed on the website of thc_www.disha resnureesltd.com (3h] TRANSFER TO THE lNVF.tTOR Fill I CATION AN11 PROTECTION FUND:

During tiie year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last Eight years so the Company was not required to transfer any amount to tire Investor Education and Protection Fund (IEPK) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed lora period of 7 years from the date it became due for repayment.

1371 MATERIAL CHANGES AND COMMITMENTS IF AWAFTER EAI.ANCE .SHEET DATE:

There are no material changes and commitments, which may have adverse effect on the operations of the Company.

f381 CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Company's Business.

f391 DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 20 Lb.

I4QI DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there lias been no one time settlement et loans taken from the Banks Or Financial Institutions,

:41 : APPRECIATION:

Your directors would Like to express their sincere appreciation for the co-operation and assistance received from the Hanker, Regulatory Hedies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take litis opportunity to recognize and place on record their gratitude and ?appreciation fortlie commitment displayed by ail executive officers anti staff at all levels of the Company. We look forward for the continued support of all stakeholders and members in the future and we are very thankful for the confidence shown in the Company.

	FOR ANl> ON BEHALF OF BOARD OF DIRECTORS OF DISHA RESOURCES LIMITED
PLACE: AHMED AB AD DATE: Z0/UB/2021	KRISHNA AWTAR KARRA CHAIRMAN & MANAGINGDIRECTOR DIN;0065UB17