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To the Members,
Your DirectorsRs. are pleased to present the 10 th Annual Report of the
Company, along with the financial statements for the Financial Year ended March 31, 2025
in compliance with the provisions of the Companies Act, 2013, the rules and regulations
framed thereunder (Act) and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing
Regulations).
1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Rs.Ind ASRs.) notified under section 133
of the Companies Act, 2013 (the Act), read with rule 7 of The Companies
(Accounts) Rules, 2014 (Rs.Accounts RulesRs.).
The financial performance of the Company, for the Financial Year ended
on March 31, 2025 as compared to the previous financial year is summarized below:
| Particulars |
March 31, 2025 |
March 31, 2024 |
| Revenue from operations and Other Income |
1839.92 |
253.11 |
| Operating Profit / (Loss) before Interest,
Depreciation and Taxes |
333.30 |
18.80 |
| less: Finance Costs |
(133.51) |
(331.85) |
| less: Depreciation |
(1.90) |
- |
| (Loss)/Profit for the year before Exceptional
Items and Tax |
197.91 |
(350.66) |
| less: Exceptional Items Continued Operations |
- |
- |
| (Loss)/Profit Before Tax from continued
operations |
197.91 |
(350.66) |
| less: Taxation |
- |
- |
| Profit/(Loss) After Tax from Continued
operations |
197.91 |
(350.66) |
| (Loss)/Profit Before Tax from Discontinued
operations |
(1258.40) |
(855.68) |
| less: Taxation |
- |
- |
| Profit/(Loss) After Tax from Discontinued
operations |
(1258.40) |
(855.68) |
| Other Comprehensive Income Continued
operations |
0.66 |
(0.20) |
| Other Comprehensive Income Discontinued
operations |
15.75 |
(16.00) |
| Balance brought forward |
(415.65) |
(806.89) |
| leaving a Balance of which is carried forward |
(1,460.41 |
(415.65) |
2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANYRs.S AFFAIRS:
During the Period under Review, the revenue from operations and other
income was Rs. 1839.92 lakh as compared to the last yearRs.s revenue of Rs. 253.11 lakh.
The net loss after tax (after exceptional item and other comprehensive income) of the
Company for the year under review is Rs. (1,044.09) lakh as compared to the last yearRs.s
net loss of Rs. (1,222.54) lakh for the previous year.
More details on the financial statements of the Company along with
various financial ratios are available in the Management Discussion & Analysis Report
forming part of this report.
3. DIVIDEND:
On account of the Loss After Tax reported by the Company during the
Financial Year 2024-25, the Board of Directors do not recommend any dividend (previous
year Nil).
During the year under review:
Neither the Company was liable to, nor the Company has transferred any
amount or shares to the Investor Education & Protection Fund (IEPF).
4. TRANSFER TO RESERVES:
The DirectorsRs. do not propose to transfer any amounts to the general
reserves of the Company, on account of the Loss After Tax reported by the Company during
the Financial year ended March 31, 2025, in the profit and loss account.
5. DEPOSITS:
During the year under review, your Company has not accepted/ renewed
any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014.
Hence, the requirement for furnishing details relating to deposits
covered under Chapter V of the Act or the details of deposits that are not in compliance
with Chapter V of the Act is not applicable.
During the financial year 2024-2025, the Company has borrowed the
following amount(s) from Directors and the respective director has given a declaration in
writing to the Company to the effect that the amount is not being given out of funds
acquired by him by borrowing or accepting loans or deposits from others.
Accordingly, the following amount(s) is /are excluded from the
definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014:
| Name of the Director giving loan |
Amount borrowed during the F.Y. 2024-2025 |
Amount Repaid during the financial year
20242025 |
Amount outstanding as on March 31, 2025 |
| Hardik Patel |
1,800 |
1,800 |
0.00 |
6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the company has not given any loans and
any guarantees, made any investment and provided any security (ies) covered under the
provisions of section 186 of the Companies Act, 2013.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
The Company has no subsidiary, joint venture or associate company.
8. SIGNIFICANT EVENT DURING THE YEAR UNDER REVIEW
Discontinuation of Operations at Jamnagar Plant and Classification of
Non-Current Assets Held for Sale:
During the quarter ended March 31, 2025, the Board of Directors of the
Company approved the discontinuation of operations at its sole manufacturing facility
located at Jamnagar, effective the same date. This decision is part of the CompanyRs.s
strategic initiative to rationalise operations, enhance resource efficiency and optimise
its asset base. In accordance with Indian Accounting Standard (Ind AS) 105 - Non-current
Assets Held for Sale and Discontinued Operations, the results of the Jamnagar Plant have
been presented as Discontinued Operations in the financial statement for the
year ended March 31, 2025. Corresponding figures for prior periods have been reclassified
to reflect this presentation.
Following the cessation of operations, the Company has assessed the
recoverable amount of Non-Current assets associated with the discontinued unit at
Jamnagar. Based on valuation performed by an Independent Registered Valuer the Company has
classified a carrying amount of Rs. 5,714.12 lakhs under Non-Current Assets Held for
Sale, which, in the view of the management, reflects the fair value less costs to
sell in accordance with Ind AS 105. These Assets will be recovered principally through a
sale transaction rather than through continued use.
For the year ended March 31, 2025, the Company incurred a total
comprehensive loss of Rs. 1044.09 lakhs. As of that date, the CompanyRs.s current
liabilities exceeded its current assets by Rs. 502.64 lakhs. However, the Company
continues to maintain a positive net worth. Despite the working capital deficit and the
discontinuation of its primary manufacturing operations, these financial statements have
been prepared on a going concern basis, reflecting the managementRs.s confidence in the
CompanyRs.s ability to implement operational and financial strategies, including
realisation of assets held for sale and restructuring of cost base.
(Current Assets Rs.2,325.14 lakhs- Current Liabilities: Rs. 2,827.78
lakhs= Rs. 502.64 Lakhs).
9. CHANGE IN SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2025 stood at Rs. 2000
Lakhs. There was no change in the paid-up share capital during the year. The Company have
outstanding paid- up preference share capital of Rs. 2700 Lakhs as on March 31, 2025.
During the year under review, the Company has neither issued any shares
with differential voting rights nor granted any stock options or sweat equity or warrants.
As on March 31, 2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.
There is no instance where the Company failed to implement any
corporate action within the specified time limit.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL
a. Composition of the Board
Composition of Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive Non-Independent Director and
Non-Executive Independent Directors including Women Director in accordance with the
provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations. All the
Directors have rich experience and specialized knowledge in sectors covering law, finance,
accountancy and other relevant areas.
As on March 31, 2025, the Board consisted of Six directors comprising
of three Non-Executive Independent Directors including a woman director, namely:
| Sr. No. Name of Director |
Designation |
| 1. Sri Hardik Patel (DIN: 00590663) |
Whole Time Director and Chairman |
| 2. Sri Ajay Agarwal (DIN: 00649182) |
Non-Executive, NonIndependent Director |
| 3. Sri D. G. Rajan (DIN: 00303060) |
Non-Executive, Independent Director |
| 4. Ms. Sudha Bhushan (DIN:01749008) |
Non-Executive, Independent Director |
| 5. Sri Panchapakesan Swaminathan (DIN:
00901560) |
Non-Executive, Independent Director |
| 6. Parashiva Murthy B S (DIN:00011584 |
Non-Executive, NonIndependent Director |
The profile of all the Directors can be accessed on the CompanyRs.s
website at www.digjam.co.in.
None of the Directors of the Company have incurred any disqualification
under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are
not debarred from accessing the capital market as well as from holding the office of
Director pursuant to any order of Securities and Exchange Board of India or Ministry of
Corporate Affairs or any other such regulatory authority. In the view of the Board, all
the directors possess the requisite skills, expertise, integrity, competence, as well as
experience considered to be vital for business growth.
The composition of Board of Directors and detailed analysis of various
skills, qualifications and attributes as required and available with the Board has been
presented in the Corporate Governance Report.
b. Changes in the Directors during the year under
review:
Pursuant to recommendations of the Nomination and Remuneration
Committee the details of changes in the Directorships approved by the Board during the
financial year 2024-25 is given below:
Mr Parshiva Murthy B S was appointed as the Additional Director
(Non-Executive & Non-Independent) of the Company w.e.f May 13, 2024 Further
regularized vide Shareholders Resolution dated August 11, 2024.
c. Retirement by Rotation:
Pursuant to the provisions of Section 152(6) (d) of the Act read with
Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of
Association of the Company, Sri Hardik Bharat Patel (DIN: 00590663) will retire by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment.
Information regarding the directors seeking reappointment as required
by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in
the notice convening the ensuing Annual General Meeting.
d. Key Managerial Personnel
During the year under review, Ms. Sonali Chedda has given resignation
from the post of Company Secretary & Compliance Officer on November 13, 2024, and in
her place Mr. Mohit Premchand Dubey was appointed as Company Secretary & Compliance
Officer of the Company w.e.f. November 14, 2024.
Mr. Pankaj Prakash Gharat is Chief Financial Officer of the Company.
11. STATEMENT ON DECLARATION BY INDEPENDENT
DIRECTORS
The Company has received the necessary declaration from each
independent director who are part of the Board confirming that he/she meets the criteria
of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the
schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.
None of the independent directors are aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence. The board of directors have taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of
the same and in their opinion the Independent Directors fulfill the conditions specified
in the Act and Listing Regulations and are independent of the management.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the
Act along with the Code of Conduct for Directors and Senior Management
Personnel formulated by the Company as per Listing Regulations.
12. POLICY ON DIRECTORSRs. APPOINTMENT AND POLICY
ON REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act,
2013, the Policy on appointment of Board Members including criteria for determining
qualifications, positive attributes, independence of a Director and the Policy on
remuneration of Directors, KMP and other employees is annexed to this Report as
Rs.Annexure-ARs. and is also available on the website of Company www.digjam.co.in.
13. PARTICULARS OF REMUNERATION OF DIRECTORS / KMP
/ EMPLOYEES
The information required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 as amended from time to time in respect of Directors/ employees of the Company is
attached as Rs.Annexure- BRs. to this report.
The information required under Section 197(12) of the Act read with
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended from time-to-time a statement containing names of top ten employees
in terms of remuneration drawn and the particulars of employees are provided in the
prescribed format are appended as Annexure B to this report..
However, in terms of Section 136 of the Act, the annual report is being
sent to the shareholders excluding the said statement. The said information is readily
available for inspection by the shareholders at the CompanyRs.s registered office during
the business hours on all working days up to the date of ensuing Annual General Meeting
and shall also be provided to any shareholder of the Company, who sends a written request
to the Company Secretary and Compliance Officer at investors@digjam.co.in.
14. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2024-25, Six (6) Board Meetings were held.
The meetings were held in hybrid mode i.e., both physically and virtually in accordance
with the applicable provisions of the Act. The details relating to Board Meetings and
attendance of Directors in each board meeting held during the FY-2024-25 has been
separately provided in the Corporate Governance Report.
The maximum time gap between any two Board Meetings was not more than
120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the
Act and Secretarial Standard on Meetings of the Board of Directors.
15. COMMITTEES OF THE BOARD
The constitution of the Board Committees is in acquiescence of
provisions of the Act and the relevant rules made thereunder, Listing Regulations and the
Articles of Association of the Company. The Board has constituted Audit
Committee, Nomination and Remuneration Committee and Stakeholders
Relationship Committee to deal with specific areas/activities that need a closer review
and to have an appropriate structure for discharging its responsibilities.
The composition, terms of reference, attendance of directors at the
meetings of all the above Committees has been disclosed in the Corporate Governance
Report.
There has been no instance where the Board has not accepted any of the
recommendations of the Audit Committee.
16. PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, Regulation
17(10) and other applicable provisions of the Listing Regulations and in consonance with
Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the
Company have formulated a Board Evaluation Policy which lays down the manner of evaluation
of the Board as a whole, its committees and the individual Directors.
The Board on the recommendation of the Nomination and Remuneration
Committee carried out an annual performance evaluation of the Board as a whole and
directors individually. The Board also carried evaluation of the performance of its
various Committees for the year under consideration. The performance evaluation of the
Directors was carried out by the entire Board, other than the Director being evaluated.
The performance evaluation of the Chairman and the NonIndependent Directors were carried
out by the Independent Directors. The Directors expressed their satisfaction over the
evaluation process.
The Company has put in place a policy containing, inter- alia, the
criteria for performance evaluation of the Board, its committees and individual Directors
(including independent directors) is annexed to this Report as Rs.Annexure- C.
17. DIRECTORSRs. RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors of the Company
confirm that:
a. In the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards had been followed and no
material departures have been made from the same;
b. Such accounting policies have been selected and applied consistently
and judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2025 and of the
profit/loss of the Company for the year ended on that date;
c. The proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The annual accounts of the Company have been prepared on a going
concern basis;
e. The internal financial controls were in place and that such internal
financial controls were adequate and were operating effectively; and
f. They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
18. BUSINESS RISK MANAGEMENT
The Company has built a comprehensive risk management framework that
seeks to identify all kinds of anticipated risks associated with the business and to take
remedial actions to minimize any kind of adverse impact on the Company. The main
identified risks at the Company are Commercial risks, financial risks, operational risks
and legal & regulatory risks. Your Company has established a comprehensive risk
management system to ensure that risk to the CompanyRs.s continued existence as a going
concern and to its development are identified and addressed on timely basis. Risk
Management strategy as approved by the board of Directors is implemented by the Company
management.
The Company is not required to constitute the Risk Management
Committee, as the provision of Regulation 21 of the Listing Regulations is not applicable
to the Company.
The Company has also formulated and implemented a Risk Management
Policy in accordance with Listing Regulations, to identify and monitor business risk and
assist in measures to control and mitigate such risks. The Policy is available on the
Website of the Company at www.digjam.co.in. The other details in this regard are provided
in the Corporate Governance Report, which forms part of this Annual Report.
19. AUDITORS AND THEIR REPORTS Statutory Auditor
M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration
No. 107023W) (NPCO), were re-appointed as the Statutory Auditors of the
Company for a period of 5 (five) year from the conclusion of Seventh AGM till the
conclusion of Twelfth AGM in year 2027, with an authority to the Audit Committee and the
Board to decide the remuneration payable to them.
NPCO have furnished a declaration confirming their independence as well
as their armRs.s length relationship with the Company and that they have not taken up any
prohibited non-audit assignments for the Company.
The Board has duly reviewed the Statutory AuditorRs.s Report and the
observations and comments, appearing in the report, are self-explanatory and do not call
for any further explanation / clarification by the Board as provided under section
134(3)(f) of the Act. The Statutory AuditorsRs. Report on the financial statements of the
Company for the Financial Year ended March 31, 2025, forms part of this Annual Report and
does not contain any qualification, reservation or adverse remark.
Cost Auditor
The Company had proposed the appointed M/s K.G. Goyal & Co., Cost
Accountants, Ahmedabad, to audit the cost accounts of the Company for the year ended March
31, 2025 and the remuneration payable to them was approved by the Members at their 9th
Annual General Meeting.
Pursuant to provisions of Section 134 of the Companies Act, 2013 read
with Rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company
has made and maintained the cost records as specified by the Central Government under
sub-Section (1) of Section 148 of the Companies Act, 2013.
Secretarial Auditor
CS Viral Sanghavi (Proprietor: Viral Sanghavi & Associates),
Practicing Company Secretary (FCS: 10331, CP: 9035), was appointed as Secretarial Auditor,
to conduct the audit of secretarial records of the Company for the financial year ended on
March 31, 2025 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit
Report submitted by him in the prescribed form MR- 3 is annexed to this Report as
Rs.Annexure- DRs..
The observations and comments given by the Secretarial Auditors in his
report are self-explanatory and hence, the same to be treated as explanation provided
under Section 134 of the Act.
Internal Auditors
M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration
No. 104767W), were appointed as the Internal Auditors of the Company for the FY-2024-25 in
the Board Meeting held on May 27, 2024 in accordance with the provisions of Section 138 of
the Act read with the Companies (Accounts) Rules, 2014.
20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditor, Cost Auditor and Secretarial Auditor of your
Company have not reported any frauds to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
21. INTERNAL FINANCIAL CONTROLS
According to Section 134(5) (e) of the Act, the term Internal Financial
Control (Rs.IFCRs.) means the policies and procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business, including adherence to CompanyRs.s
policies, the safeguarding of its assets, the prevention and early detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.
The Company has a well-established internal control framework, which is
designed to continuously assess the adequacy, effectiveness and efficiency of financial
and operational controls and the Board is responsible for ensuring that IFC are laid down
in the Company and that such controls are adequate and operating effectively.
The CompanyRs.s internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. These are routinely
tested and certified by Statutory as well as Internal Auditors.
Necessary certification by the Statutory Auditors in relation to
Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of your Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and date of this Report.
23. CORPORATE SOCIAL RESPONSIBILITY:
As per General Circular No. 14 /2021 date 25th August, 2021, where the
amount required to be spent by a company on Corporate Social Responsibility (Rs.CSRRs.)
does not exceed Fifty Lakhs rupees, the requirement for constitution of the CSR Committee
is not mandatory and the functions of the CSR Committee in such cases, shall be discharged
by the Board of Directors of the company. Therefore, company did not Comprise CSR
Committee. The Board of Directors of the company monitoring the CSR initiatives of the
Company. The Board had adopted a CSR Policy.
The CSR Policy of the Company inter alia includes CSR activities to be
undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as
approved by the Board of Directors in accordance with the requirements of the Act is
available on the CompanyRs.s website at www. digjam.co.in and is also annexed herewith and
marked as Rs.Annexure- ERs..
Pursuant to Section 135 of the Act read with CSR Policy of the Company,
the Company is required to spend two percent of the average net profit of the Company for
three immediately preceding financial years. As the average net profit of the Company
during previous three financial years was negative, the Company was not required to spend
any amount for the CSR purpose during the year under review.
Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and
marked as Rs.Annexure- FRs..
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as
Rs.Annexure- GRs..
25. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual
Return of the Company for the Financial Year ended March 31, 2025 is
available on the website of the Company at www. digjam.co.in.
26. SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is complying with
the Secretarial Standards issued by the Institute of Company Secretaries of India and
approved by Central Government with respect to Meetings of the Board of Directors and
General Meetings.
27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION
AND ANALYSIS REPORT
Your Company is committed to maintain the highest standards of
Corporate Governance and adheres to the Corporate Governance requirements as set out by
the Securities and Exchange Board of India (SEBI). Your Company has also
implemented several best governance practices.
Separate reports on Corporate Governance Compliance and Management
Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the
Listing Regulations forms part of the Annual Report 2024-25 along with the requisite
certificate issued by Secretarial Auditors of your Company regarding compliance of the
conditions of Corporate Governance.
28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES
The Company has formulated a policy on related party transactions which
is also available on CompanyRs.s website at www.digjam.co.in. All Related Party
Transaction that were entered by the Company during the financial year with related
parties were in its ordinary course of business and on an armRs.s length basis and were in
compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations.
All related party transactions were placed before the Audit
Committee/Board for approval. Prior approval of the Audit Committee was obtained for the
transactions which are foreseen and are in repetitive in nature.
None of the material transactions with related parties fall under the
scope of Section 188(1) of the Act. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for FY 2024-25 and hence does not form part of this report.
However, all the transactions with related parties, which were in the ordinary course of
business and on an armRs.s length basis, have been disclosed in Note No. 32 of the
Financial Statements.
29. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in
terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a
formal mechanism to the Directors and employees of the Company to report their genuine
concerns and grievances about unethical behaviour, actual or suspected fraud or violation
of the CompanyRs.s Code of Conduct or Ethics. The policy provides adequate safeguards
against victimization of Directors and employees who avail such mechanism and also
provides for direct access to the Vigilance Officer and the Chairman of Audit Committee.
The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil
mechanism. During the year, no personnel was denied access to the Chairman of the Audit
Committee. The Vigil Mechanism/Whistle Blower Policy is annexed to this Report as
Rs.Annexure- HRs. and is available on the website of the Company at www.digjam.co.in.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. The aim of the policy is to provide protection to women employees
at the workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where women employees feel secure. All women employees (permanent,
contractual, temporary, trainees) are covered under the said policy.
Your Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received on
sexual harassment.
The following is the summary of Sexual Harassment complaints received
and disposed of during the year 20242025.
| Particulars |
Number |
| Number of cases pending as on the beginning
of the financial year |
NIL |
| Number of complaints filed during the year |
NIL |
| Number of cases pending as on the end of the
financial year |
NIL |
| Number of cases pending for a period
exceeding 90 days |
NIL |
31. STATEMENT ON COMPLIANCE WITH MATERNITY BENEFIT
ACT, 1961:
During the year under review the Company has complied with the
applicable provisions of Maternity Benefit Act, 1961.
3 2 . GENERAL
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions or events occurred on these
items during the year under review:
a. There was no change in the nature of business of the Company during
the financial year ended March 31, 2025.
b. Receipt of any remuneration or commission from any of its subsidiary
companies by the Whole-time Directors of the Company.
c. During the financial year under review no disclosure or reporting is
required with respect to issue of equity shares with differential rights as to dividend,
voting or otherwise, issue of Sweat equity shares and Buyback of shares.
d. The financial statements of the Company were not revised.
e. There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
f. There are no significant material changes and commitments affecting
the financial position of the Company, which have occurred between the end of the
Financial Year upto the date of this Annual Report.
Further, there are no other significant development during the year
which can be considered as Material except those reported at point number 22 of this
report.
g. No proceedings are filed by the Company or pending against the
Company under the Insolvency and Bankruptcy Code, 2016 till the date of this report.
h. There was no instance of one-time settlement with any Bank or
Financial Institution.
i. During the year under review the Company has complied with the
applicable provisions of Maternity Benefit Act, 1961
j. During the year under review, there were no instances of
non-exercising of voting rights in respect of shares purchased directly by employees under
a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014 is furnished.
k. There was no instance of a one-time settlement with any Bank or
Financial Institution.
l. The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are a centralized database
of all complaints, online upload of Action Taken Reports (ATRs) by the concerned
companies, and online viewing by investors of actions taken on the complaint and its
current status. Your Company has been registered on SCORES and makes every effort to
resolve all investor complaints received through SCORES or otherwise within the statutory
time limit from the receipt of the complaint.
The Company has received 5 (Five) complaint on the SCORES during the
financial year 2024-2025 and same were disposed of during the financial year.
m. The Board has in consultation with the StakeholderRs.s Relationship
Committee laid down the policy to regulate and monitor Insider Trading in the Company. The
Committee regularly analyses the transactions and monitors them to prevent Insider
Trading.
The Company has also adopted a Prohibition of Insider Trading Policy.
n. The Board believes that effective communication of information is an
essential component of Corporate Governance. The Company regularly interacts with its
shareholders through multiple channels of communication such as the CompanyRs.s Website
and stipulated communications to the Stock Exchange where the CompanyRs.s shares are
listed for the announcement of Financial Results, Annual Report, Notices, Outcome of
Meetings, and CompanyRs.s Policies etc.
o. Your Company treats its Human Resources as one of its
most important assets. Your Company continuously invests in the attraction, retention, and
development of talent on an ongoing basis. A number of programs that provide focused
peopleRs.s attention are currently underway. Your CompanyRs.s thrust is on the promotion
of talent internally through job rotation and job enlargement.
As on March 31, 2025, there were a total of 7 employees. The Company
has all the required policies under the Indian laws for the time being in force and as
required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and
safeguard the interest of the employees.
p. The Company has a website addressed as www.digjam. co.in.Website
contains the basic information about the Company - details of its Business, Financial
Information, Shareholding Pattern, Contact Information of the Designated Official of the
Company who is responsible for assisting and handling investors grievances and such other
details as may be required under sub regulation (2) of Regulation 46 of the Listing
Regulations, 2015. The Company ensures that the contents of this website are periodically
updated.
q. The disclosure pursuant to Schedule V Part II Section II of
Companies Act,2013 forms part of the Corporate Governance report.
r. The Ministry of Corporate Affairs vide its notification dated 16th
February 2015 notified under Section 133 of the Companies Act 2013 read with Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your
Company has prepared the financial statements to comply in all material respects in
accordance with the applicability of Indian Accounting Standards.
aa. Listing on Stock Exchange:
The Equity shares of the Company listed on the Main Board of National
Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).
ab. Depository System:
Your CompanyRs.s equity shares are in Demat form. The Company has
appointed Central Depository Services India Limited (CDSL) as designated depository to the
Company.
ac. Awards and Achievements:
Your Company has a long list of Awards and Recognition during its long
legacy of three decades. The Company has been felicitated at various forums by valuable
stakeholders in the business.
ad. Annual Listing Fees to the Stock Exchanges:
Digjam Limited have listed its equity shares on the Main Board of
National Stock Exchange of India Limited and BSE Limited. The listing fees have been duly
paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y.
20242025 and 2025-2026.
ae. Disclosure with respect to demat suspense
account / unclaimed suspense account:
The Company does not maintain any Demat Suspense / Unclaimed Suspense
Account in its name; the disclosure pertaining to the same in compliance with Schedule V
Para. F of SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 is
not applicable to the Company for F.Y. 2024-2025.
33. INDUSTRIAL RELATIONS:
Industrial relations have been cordial at the manufacturing unit of the
Company.
34. ACKNOWLEDGEMENTS
The Directors express their appreciation for the sincere cooperation
and assistance of Central and State Government authorities, bankers, customers, suppliers
and business associates. Your Directors also wish to place on record their deep sense of
appreciation for the committed services by your CompanyRs.s employees. Your Directors
acknowledge with gratitude, the encouragement and support extended by our valued Members.
For and on behalf of the Board of Directors
| Sd/- |
| Hardik Patel |
| Chairman |
| DIN:00590663 |
| Place: Mumbai |
| Date: May 27, 2025 |
|