Your Directors have pleasure in presenting 13th Annual Report of the Company together with the AuditedStatements of Accounts for the financial year ended 31st March, 2024.
The Company's financial performance, for the year ended March 31st, 2024 is summarized below:
The Board's Report is prepared based on the Standalone Financial Statements of the company.
Particulars
31st March 2024
31st March 2023
Income from Operations
0
4.00
Other Income
-
TOTAL INCOME
Profit and (Loss) before Depreciation and Tax
(29.49)
(6.43)
Less: Depreciation
2.37
PROFIT BEFORE TAX
(27.61)
(8.81)
Less: Provision for Tax
- Current Tax
- Deferred Tax
(0.21)
(.34)
- Excess provision of earlier year written back
- Adjustment of MAT
PROFIT AND (LOSS) AFTER TAX
(27.40)
(8.47)
Transferred to General Reserve
Surplus in the Statement of P & L Account
The company continues to be engaged in the business of trading of real estate properties and building materialsin Mumbai and there has not been substantial change in the nature of business of your Company.
Revenue from operations during the year by Rs. 0.
The bottom line has shown a loss for the year (before tax) of Rs. (27.61) Lakhs as compared to last year Loss ofRs. 8.81 Lakhs Further, there are no significant and material events impacting the going concern status andCompany's operations in future.
Your Directors are constrained not to recommend any dividend for the year under report.
For the financial year ended 31st March, 2024, your Company has not proposed to carry or transfer any amountto any other specific reserve account.
The Company has not raised new capital, hence there is no change in the share capital of the company duringthe year.
During the year 1 major event happened details of which are given below: -
During the year under review , Open offer by Mr. Samarth Prabhudas Ramanuj ("Acquirer 1") and Mr. RajaLachhmandas Utwani ("Acquirer 2") (Acquirer 1 and Acquirer 2 are collectively referred as to "Acquirers")alongwith persons acting in concert with the Acquirers viz. Ms. Shruti Ramanuj ("PAC 1"), Mr. LachhmanGhanshamdas Utwani ("PAC 2"), Ms. Meena Lachhmandas Utwani ("PAC 3"), Ms. Veena LachhmandasUtwani ("PAC 4") and Haxco Invest Private Limited ("PAC 5") (PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5 arecollectively referred as to "PACs"), to the public shareholders of Diggi Multitrade Limited ("Target Company")for acquisition of 25,20,000 equity shares of face value of Rs. 10/ - each at a price of Rs. 19/- per fully paid-upequity share pursuant to Regulations 3(1), 4 and other applicable provisions of Securities and Exchange Boardof India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amendment ("SEBI (SAST)Regulations, 2011") ("Offer" / "Open Offer").
The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed inform no. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended asANNEXURE- I to this Report.
There was no change in the nature of business during the year under review.
The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year under review.
The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at presentcomprises of:
Sr. No.
Name
Designation
1.
Mr. Anilkumar Pannalal Patni
Managing Director(Resigned w.e.f 04th July, 2024)
2.
Mr. Pradeepkumartana Jankiramulu Naidu
Executive Director
(Resigned w.e.f 20th December, 2023)
3.
Mrs. Sangeeta Hariprasad Naidu
Executive Director cum CFO(KMP)(Resigned w.e.f 20th December, 2023)
4.
Mr. Parameswarannair Suresh Kumar
Independent Director(Resigned w.e.f 12th July, 2024)
5.
Mr. Selvendran Seevanayagam
6.
Mr. Saket Rajendra Sugandh*
Company Secretary and Compliance Ofiicer(Resigned w.e.f. 11th June, 2023)
7.
Ms. Vinita Ojha**
Company Secretary and Compliance Officer
(Appointed w.e.f. 15th June, 2023)
8.
Mr. Samarth Prabhudas Ramanuj
Executive Director Cum CFO(Appointed w.e.f 20th December, 2023)
9.
Ms. Shruti Ramanuj
(Appointed w.e.f 20th December, 2023)
10.
Mr. Manish Keshavlal Solanki
Independent Director(Appointed w.e.f 15th February, 2024)
11.
Mr. Utkarshkumar Sanjaykumar Dave
? Mr. Saket Rajendra Sugandh, Company Secretary who has resigned from the post of Company Secretary cumCompliance Officer of the Company with effect from 11th June, 2023.
? Ms. Vinita Ojha, Company Secretary appointed as a Company Secretary and Compliance Officer of theCompany with effect from 15 th June, 2023.
? Mr. Pradeepkumartana Jankiramulu Naidu who has resigned from the post Executive Director of thecompany with effect from 20th December, 2023.
? Mrs. Sangeeta Hariprasad Naidu who has resigned from the post of Executive Director cum CFO of thecompany with effect from 20th December, 2023
? Ms. Shruti Ramanuj who has appointed from the post of Executive Director and cum CFO of the with effectfrom 20th December, 2023.
? Mr. Samarth Prabhudas Ramanuj who has appointed from the post of Executive Director of the company witheffect from 20th December, 2023
? Mr. Manish Keshavlal Solanki who has appointed from the post of independent director of the company witheffect from 15th February, 2024
? Mr. Utkarshkumar Sanjaykumar Dave who has appointed from the post of independent director of thecompany with effect from 15th February, 2024
? Mr. Selvendran Seevanayagam who has resigned from the post of independent director of the company witheffect from 12th July, 2024
? Mr. Parameswarannair Suresh Kumar who has resigned from the post of Independent director of thecompany with effect from 12th July, 2024
During the year under review, 5 (Five) board meetings were held dated, 30th May 2023, 05th September 2023, 10thNovember, 2023, 20th December, 15th February, 2024 properly convened & held.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of itsown performance, the directors individually, as well as the evaluation of the working of its Committees. TheCompany has devised a questionnaire to evaluate the performances of each of Executive and IndependentDirectors. Such questions are prepared considering the business of the Company and the expectations that theBoard have from each of the Directors. The evaluation framework for assessing the performance of Directorscomprises of the following key areas:
i. Attendance of Board Meetings and Committee Meetings;
ii. Quality of contribution to Board Deliberations;
iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;
iv. Providing perspectives and feedback going beyond information provided by the management.
There are currently three Committees of the Board, as follows:
I. Audit Committee
II. Stakeholders' Relationship Committee
III. Nomination and Remuneration Committee
The term of reference of this committee cover the matter specified for Audit Committee under Reg. 18 of theSEBI (LODR) Regulations, 2015 and provisions of Section 177 of the Companies Act, 2013. The current AuditCommittee of the Company comprises three Directors, who possess knowledge of the corporate finance &accounts.
Sr.
No
Name of the Director
Nature of Directorship
Chairman
Mr. Selvendran Seevanyagam
Member
Executive Director(Resigned w.e.f 20th December,2023)
The Reconstitution of the audit committee during the financial year 2023-24 is as follow:
Date ofAppointment
Independent Director
12th July 2023
Mr. Utkarshkumar SanjaykumarDave
20th December, 2023)
Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit
Committee.
Ms. Vinita Ojha, Company Secretary appointed as a Company Secretary and Compliance Officer of the
Company with effect from 15 th June, 2023.
During the year under reference, 4 (Four) Audit Committee meetings were dated, 30/05/2023, 10/11/2023,
20/12/2023 & 15/02/2024 properly convened & held.
1. Oversight of our Company's financial reporting process and the disclosure of its financial information toensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, re-appointment and replacement, remuneration and terms ofappointment of auditors of our Company;
3. Reviewing and monitoring the auditor's independence and performance and the effectiveness of auditprocess;
4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
5. Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular investmentsmade by such Subsidiary(ies);
6. Reviewing, with the management, the annual financial statements and auditor's report thereon beforesubmission to the board for approval, with particular reference to:
a. Matters required to be stated in the Director's Responsibility Statement to be included in the Board's report in termsof clause(c)of sub-section 3 of Section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications and Modified opinions in the draft audit report.
7. Reviewing with the management, the half yearly financial statements before submission to the board forapproval;
8. Reviewing, with the management, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other thanthose stated in the offer document/prospectus/notice and the report submitted by the monitoring agencymonitoring the utilization of proceeds of a public or rights issue, and making appropriaterecommendations to the Board to take up steps in this matter;
9. Review and monitor the auditor 's independence and performance, and effectiveness of audit process;
10. Approval or any subsequent modification of transactions of the company with related parties;
11. Scrutiny of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the company, wherever it is necessary;
13. Evaluation of internal financial controls and risk management systems;
14. Reviewing, with the management, the performance of statutory and internal auditors and adequacy of theinternal control systems;
15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverage andfrequency of internal audit;
16. Discussion with internal auditors any significant findings and follow up thereon;
17. Reviewing the findings of any internal investigations by the internal auditors into matters where there issuspected fraud or irregularity or a failure of internal control systems of a material nature and reportingthe matter to the board;
18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as wellas post-audit discussion to ascertain any area of concern;
19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading thefinance function or discharging that function) after assessing the qualifications, experience & background,etc. of the candidate; and
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The powers of Audit Committee:
a) To investigate any activity within its terms of reference;
b) To seek information from any employee;
c) To obtain outside legal or other professional advice; and
d) To secure attendance of outsiders with relevant expertise if it considers necessary. The audit committeeshall mandatorily review the following information:
i. Management discussion and analysis of financial condition and results of operations;
ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;
iii. Management letters/letters of internal control weaknesses issued by the statutory auditors;
iv. Internal audit reports relating to internal control weaknesses; and
v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by theaudit committee.
The quorum of Audit Committee shall be either 3 members or one third of the members of the Audit Committeewhichever is greater with at least 2 Independent Directors.
The Committee deals with various matters relating to the transmission of shares, issue of duplicate sharecertificates, approving the split and consolidation requests and other matters including Shareholder'sComplaints and Grievance.
Independent Director(Resigned w.e.f 12th July,2024)
Executive Director(Resigned w.e.f 20thDecember, 2023)
The Re-Constitution of Stakeholders Relationship Committee during the FY 2023-24 is as follows:
During the year, only 1 Stakeholder's Relationship Committee meeting were held dated, 15/02/2024 properlyconvened & held.
The terms of reference of the Stakeholder's Relationship Committee include the following:
1. Considering and resolving grievances of shareholder's, debenture holders and other security holders;
2. Redressal of grievances of the security holders of our Company, including complaints in respect of transferof shares, non-receipt of declared dividends, balance sheets of our Company etc.;
3. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any othersecurities;
4. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.
5. Overseeing requests for dematerialization and Rematerialization of Equity Shares; and
6. Carrying out any other function contained in the Equity Listing Agreement as and when amended fromtime to time.
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to ourDirector; sitting fee payable to our Non-Executive Directors; remuneration policy covering policies onremuneration payable to our senior executives.
The Re- Constitution of Nomination and Remuneration Committee during the FY 2023-24 is as follows;
Date of Appointment
During the year, single Nomination and Remuneration Committee meetings was held dated 15th June, 2023/20th
December, 2023/15th February, 2024
The terms of reference of the Nomination and Remuneration Committee are:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a directorand recommend to our Board a policy, relating to the remuneration of the directors, key managerialpersonnel and other employees;
2. Formulation of criteria for evaluation of Independent Directors and our Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down, and recommend to the Board their appointment andremoval;
5. Considering and recommending grant if employees stock option, if any, and administration andsuperintendence of the same; and
The Company has practice of conducting familiarization Programme for Independent Directors of theCompany.
Every new independent director of the Board attended an orientation program. To familiarize the newinductees with the strategy, operations and functions of our Company, the executive directors/seniormanagerial personnel make presentations to the inductees about the Company's strategy, operations, productand service offerings, markets, software delivery, organization structure, finance, human resources, technology,quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors:
• a program on how to review, verify and study the financial reports;
• a program on Corporate Governance;
• provisions under the Companies Act,2013; and
• SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal letter ofappointment outlining his/her role, functions, duties and responsibilities as a director.
The Independent Directors of your Company have submitted the declaration of Independence as requiredunder Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence underSection 149(6) of the Companies Act, 2013.
The Policy of the Company on Directors' appointment and remuneration including criteria for determiningqualifications, positive attributes, independence of a Director and other matters provided under sub-section (3)of section 178, is appended as Annexure II to this Report.
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them,the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied consistently, and the judgments andestimates that have been made are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as at 31st March, 2023 and of the loss of the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. the internal financial controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and
vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
No material changes and commitments affecting the financial position of the Company occurred during thefinancial year 2023-24 to which these financial statements relate and the date of this report.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,2013.
As required under the Listing Regulation, Management Discussion and Analysis Report is presented in theseparate section and forms an integral part of the Directors' Report.
The details of Loans given, Investments made and guarantees given and securities provided under the Section186 of the Companies Act, 2013 have been provided in the notes to the financial statements.
All contracts / arrangements / transactions entered by the Company during the financial year with relatedparties were in the ordinary course of business and on an arm's length basis. During the year, the Company hadnot entered into any contract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related party transactions.Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the CompaniesAct in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions withthe related parties is set out in Notes to Accounts forming part of the financial statement.
Your Company has not carried out any business activities warranting conservation of the energy andtechnology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with theCompanies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issuesrelating to technology absorption are not quite relevant to its functioning. During the year under considerationthe Company has spent/incurred foreign exchange equivalent to Rs. Nil. There are no foreign exchangeearnings during the year.
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis,risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify,evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews therisks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
Although, market conditions are likely to remain competitive, future success will depend upon offeringimproved products through technology innovation and productivity. The Company continues to invest in theseareas.
The Company has the risk management and internal control framework in place commensurate with the size ofthe Company. However, Company is trying to strengthen the same. The details of the risks faced by theCompany and the mitigation thereof are discussed in detail in the Management Discussion and Analysis reportthat forms part of the Annual Report.
The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 arenot applicable to your Company for the year under reference.
During the year under review there is no change in the nature of Business of the Company.
The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the year underreview.
The Company has not accepted any public deposits and as such, no amount on account of principal or intereston public deposits was outstanding as on the date of the balance sheet.
During the year under review your Company has not accepted Deposits which are not in compliance with therequirements under Chapter V of Companies Act, 2013.
There are no significant material orders passed by the Regulators/Courts which would impact the goingconcern status of the Company and its future operations.
Your Company has an internal financial control system commensurate with the size, scale and complexity of itsoperations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate variousrisks to key business objectives. The Audit Committee has a process for timely check for compliance with theoperating systems, accounting procedures and policies. Major risks identified by the businesses and functionsare systematically addressed through mitigating action on continuing basis.
The Statutory Auditors, M/s. S K Jha & Co, Chartered Accountants (FRN: 126173W), Ahmedabad, wasappointed as the Statutory Auditor of the Company for a term of four consecutive years from the conclusion of11th Annual General Meeting till the conclusion of the 14th Annual General Meeting (AGM) of the Company tobe held in the year 2024, to examine and audit the Books of Accounts of the Company on such remunerationplus reimbursement of out-of-pocket expense, as may be mutually agreed between the Board ofDirectors/Audit Committee of the Company and the Statutory Auditors."
The Statutory Auditors contains two observation remark as follow.
• During the audit it was observed that the company has not deducted TDS of Rs. 1,82,000 u/s 194J onpayments made to Sakshi Tarak Dani towards the professional fees of Rs. 18,20,000.
• We further draw your reference to the para Vii of Annexure 1 of the audit report wherein it is disclosedthat the company has not paid total TDS of Rs. 61750 to the credit of Central Government outstandingfor more than six months.
The Board of Directors of the Company has appointed M/s. Abhilasha Chaudhary & Associates, PracticingCompany Secretary, Mumbai, to conduct the Secretarial Audit and her report Secretarial Audit Report isappended to this Report as ANNEXURE III.
• The company has filed the financial result for the quarter ended 31st March, 2023 has delay for one dayimposed Penalty 5900/- (Five Thousand Nine Hundred Only) including GST on the Company. TheCompany has informed to us, that the SOP fine of Rs.5900/- (Five Thousand Nine Hundred Only)including GST paid by the Company dated 25th July, 2023 and there were no other fine/penalties waslevied during the year.
The Board of Directors of the Company here confirmed that according to the Companies working and businessthe company does not required to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.
The company has appointed to M/s. J.A.K & Co., Chartered Accountants (FRN- 154272W) as an internal auditorof the company dated 14th November, 2022 for the financial year 2023.
The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act,2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concernsactual or suspected fraud or violation of the Company's Code of Conduct. The said mechanism also providesfor adequate safeguards against victimisation of the persons who use such mechanism and makes provision fordirect access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, noemployee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy isavailable on the website of the Company at www.diggimultitrade.co.in.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board andall employees in the course of day to day business operations of the company. The Company believes in "ZeroTolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laiddown the directives to counter such acts. The Code has been posted on the Company's websitewww.diggimultitrade.co.in.
The Code lays down the standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular on matters relating tointegrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidancethrough examples on the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.
Your Company is committed to creating and maintaining an atmosphere in which employees can worktogether, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has inplace an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women atthe Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set upto redress complaints received regarding sexual harassment. All employees (Permanent, Contractual,temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed of during the year:
No. of Complaints received
Nil
No. of Complaints disposed off
As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering tothe directions and guideline, as required and if applicable on the companies' size and type (as per theRegulations and rules the Corporate Governance is not applicable on SME Listed Companies).
During the year under review, one Independent Director Meeting held on 20/03/2023 for the F. Y. 2022-23.
The object of Independent Meeting was to review the performance of Non- Independent Director and the Boardas a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting ofIndependent Director of the Company as earliest possible.
One Postal ballot was conducted by the company during the year 2023-24.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate tradingin securities by the directors and designated employees of the company. The Code requires pre-clearance fordealing in the company's shares and prohibits the purchase or sale of company shares by the directors and thedesignated employees while in possession of unpublished price sensitive information in relation to thecompany and during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid theapplicable listing fees to the Stock Exchange till date.
The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India,which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors ofthe Company in the Secretarial Audit Report.
During the year under review, there were no applications made or proceeding pending in the name of thecompany under the Insolvency Bankruptcy Code, 2016.
During the year under review, there has no one-time settlement of Loans taken from Banks and financialinstitutions.
Your Directors wish to place on record their appreciation and sincere thanks to the State Governments,Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other relatedorganizations, who through their continued support and co-operation have helped, as partners in yourCompany's progress. Your Directors, also acknowledge the hard work, dedication and commitment of theemployees.
For and on behalf of the BoardDiggi Multitrade Limited
Samarth Prabhudas Ramanuj Shruti Ramanuj
Managing Director Director & CFO
DIN: 06660127 DIN: 9093690
Date: 04/09/2024Place: Mumbai