Darshan Orna Ltd

To,

The Members,

Your Directors have pleasure in presenting their Report on the business and operations of theCompany and the accounts for the Financial Year ended March 31, 2022.

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

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

(Amount in Rs)

Total Income of the company is Rs. 13,92,81,279/- And the net profit is Rs. 78,84,637 for the Financial year 2021-22.

2. DIVIDEND

The Board of directors of your company has not recommended any dividend for the financial year ended on 31st March, 2022, as profit of the Company used for the growth of the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

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

4. TRANSFER TO RESERVES:

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

5. CHANGE IN THE NATURE OF THE BUSINESS

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

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board composition of the Company shall be as follows

- Mahendrabhai Ramniklal Shah (DIN: 03144827) is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

- During the year under review Mrs Sonika Jain resigned as Company Secretary of the w.e.f. 14th March, 2022 and Mr. Ritesh Soni was appointed w.e.f. 14th march, 2022.

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

7. NUMBER OF BOARD MEETINGS

During the Year under the review the Board of Directors met 08 (Eight) times, Details of the Meetings are as under.

Board Meetings held during the Year

In respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Attendance of Directors at Board Meetings and Annual General Meeting

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR] Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee.

The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc.

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

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5] of the Companies Act, 2013, with respect to

Directors' Responsibility Statement, it is hereby confirmed that:

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

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

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

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

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

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

10. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to

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

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

11. CHANGE IN CAPITAL SRUCTURE OF COMPANY

During the year under review, there are no changes in capital Structure of the company during the Financial Year 2021-22.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY

The Company in an Extra Ordinary General Meeting (Postal Ballot] held on 1st June 2022 had passes a Special resolution for Sub Division of existing equity shares from every One equity share of Rs. 10/- each into Five equity shares of Rs. 2/- each ranking pari passu in all respect thereby keeping up the paid up capital of the Company intact, thereby altering the Capital clause of the Memorandum of association with,

"The Authorized Share Capital of the Company is Rs. 10,01,00,000/- (Rupees Ten Crore One Lakh] divided into 5,00,50,000/- (Five Crore Fifty Thousand] Equity Shares of Rs.

02/ (Rupees Two] each."

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

13. ANNUAL RETURN

In terms of Section 92(3] of the Act and Rule 12 of the Companies (Management and Administration] Rules, 2014, the Annual Return of the company is available on the website of thecompany at www.darshanorna.co.in.

- STATUTORY AUDITORS

Pursuant to the provisions of Sections 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors] Rules, 2014 and SEBI (Listing Obligation and Disclosure Requirements] Regulations, 2015 (including any statutory modification(s] or re-enactment thereof] and pursuant to the recommendations of the Audit Committee and the Board of Directors, M/s. Bhagat & Co (ICAI Firm Registration No. 127250W), be and are hereby re-appointed as Statutory Auditors of the Company for term of 5 (five] years, to hold office from the conclusion of this Annual General Meeting till the conclusion of the 16th Annual General Meeting to be held in the year 2027, with no further need for ratification at every Annual General Meeting to be held during the said period." The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

- COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies

Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules, 2014, the cost audit is not applicable to the Company.

- SECRETARIAL AUDITORS

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

15. DEPOSITS

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

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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

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

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

19. RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

III. the capital investment on energy conservation equipments : Nil

I. The efforts made towards technology absorption : None

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

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

a) The details of technology imported: None

b) The year of import: N.A.

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

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

e) The expenditure incurred on Research and Development: Nil

22. COMPLIANCE WITH SECRETARIAL STANDARD

During the year under review, the company has complied with the provisions of Secretarial Standard-1 (relating to meetings of the Board of Directors] and Secretarial Standard 2 (relating to General Meetings] issued by the Institute of Company Secretaries of India.

Constitution & Composition of Audit Committee:

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

Constitution & Composition of Remuneration Committee:

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

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

The Policy of nomination and Remuneration committee has been place on the website of the company at www.darshanorna.co.in and the salient features of the same has been disclosed under "Annexure - C"

Constitution & Composition of Stakeholders Relationship Committee:

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

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

25. MANAGEMENT DISCUSSION AND ANALYSIS

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

26. CORPORATE GOVERNANCE

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

27. ACKNOWLEDGEMENTS

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