The Directors hereby present their 15th Annual Report on the business and operations of Divyadhan Recycling Industries Limited (“the Company” or “Divyadhan”) along with the audited standalone financial statements for the financial year ended 31st March, 2025.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:
|
Particulars
|
Year ended 31/03/2025
|
Year ended 31/03/2024
|
|
Revenue from Operation
|
59,48,23,450
|
56,12,98,594
|
|
Other Income
|
64,11,678
|
3,00,23,208
|
|
Total Income
|
60,12,35,127
|
59,13,21,801
|
|
Total Expenses
|
57,96,23,640
|
54,80,55,891
|
|
Profit or (Loss) before Tax
|
2,16,11,487
|
4,32,65,910
|
|
Less: Current Tax
|
34,75,540
|
1,02,86,710
|
|
Deferred Tax
|
27,73,693
|
23,07,230
|
|
Prior Period Tax
|
-
|
-
|
|
Profit or (Loss) After Tax
|
1,53,62,254
|
3,06,71,970
|
|
Earnings per Share (EPS)
|
|
|
|
1. Basic
|
1.34
|
6.21
|
|
2. Diluted
|
1.34
|
6.21
|
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:
The Company is mainly engaged in the business of collection, segregation, processing, recycling, treatment, and disposal of various types of waste, including municipal solid waste, e-waste, construction debris, bio-medical and hazardous waste. It also operates recycling facilities and is involved in the manufacture and trading of products made from recycled materials.
The Company continues to promote sustainable practices, ensure compliance with environmental regulations, and undertake awareness initiatives for conservation and waste reduction.
The financial year 2024-25 was one of the significant years in terms of growth and sustainability:
• During the year under review, the company has earned Revenue from Operation of Rs. 59,48,23,450/- as compared to Revenue from Operation of Rs. 56,12,98,594/- earned in the previous year.
• During the Year under review, the Company has earned Profit Before Tax of Rs. 2,16,11,487/- as compared to profit Before Tax of Rs. 4,32,65,910/- earned in the previous year.
• During the Year under review, the Company has earned profit after tax of Rs. 1,53,62,254/- as compared to profit after tax of Rs. 3,06,71,970/- earned in the previous year.
3. DIVIDEND:
During the financial year under review, your directors have not recommended any dividend to the shareholders of the Company.
4. TRANSFER TO GENERAL RESERVE:
Pursuant to provisions of Section 134(1) (j) of the Companies Act, 2013, the Company has not proposed to transfer any amount to the General Reserve account of the company during the year under review.
5. NATURE OF BUSINESS:
During the financial year ended 31st March, 2025, there has been no change in the Company’s nature of business.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
7. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
In pursuance to Section 134(3) (l) of the Act, no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.
8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
During the year under review, no significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.
9. DEPOSITS:
During the year under review, the Company has neither invited nor accepted/ renewed any Deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
10. STATUTORY AUDITORS:
Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Amarnath Sharma & Co., Chartered Accountants (FRN No. 100300W) - Mumbai, were appointed as the Statutory Auditors of your Company for a term of five years beginning from the conclusion of Annual General Meeting held in year 2024 till the conclusion of Annual General Meeting held in year 2029 (AGM).
The Board has taken note and M/s. Amarnath Sharma & Co., Chartered Accountants have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended 31st March, 2025. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments or explanations.
11. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY AUDITOR IN HIS REPORT:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comments.
12. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAT THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENTS:
During the financial year ended 31st March, 2025, there were no frauds reported by the Auditors to the Board under Section 143 (12) of the Companies Act, 2013.
13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
• Your Company does not have any Associate Company within the meaning of Companies Act, 2013.
• Your Company does not have any Holding Company within the meaning of Companies Act, 2013.
• Your Company does not have any Joint venture within the meaning of Companies Act, 2013.
• Your Company does not have any Subsidiary company within the meaning of Companies Act, 2013.
14. DETAILS IN RESPECT OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Company’s Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company is in the process of strengthening its Internal Financial Control System considering present
financial situation, and other recent developments.
15. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A) Conservation of Energy:
Considering the nature of business of the Company, our commitment to energy conservation is integral to our core business of resource recovery and aligns directly with our mission to promote a circular economy. We are proactively implementing a strategic, multi-faceted approach to enhance energy efficiency across our operations and minimize our carbon footprint.
B) Technology Absorption:
Our strategic focus on energy conservation is demonstrated through investments in energy-efficient processing technology, waste heat recovery systems, and renewable energy sources, significantly reducing our operational footprint. Concurrently, our commitment to technology absorption involves the continuous evaluation, adaptation, and integration of advanced innovations like AI-powered sorting and data analytics, which are enhanced by employee training and R&D collaborations to drive efficiency, increase material purity, and solidify our leadership in sustainable resource recovery.
C) Foreign Exchange Earnings and Outgo:
The Particulars of Foreign Exchange and Outgo for the year under review are as follows:
|
Particulars
|
Year ended 31st March, 2025
|
|
Foreign exchange earning
|
Nil
|
|
Foreign exchange Outgo
|
Nil
|
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 (the “Act”) during the year under review are disclosed in the Financial Statements.
17. EXTRACT OF ANNUAL RETURN:
As required by amended Section 134(3)(a), the annual return referred to in sub-section (3) of section 92 will be placed on Company’s website viz https://divyadhan.in/ after filing the same on with Registrar of Companies ('ROC')/ MCA Portal.
18. CHANGES IN SHARES:
During the year under review the Company has made changes in the share capital and the details of the same are as mentioned below:
(a) Authorised Share Capital:
The Authorized Share Capital of the Company is Rs. 18,09,00,000/- consisting of 1,80,00,000 Equity shares of Rs. 10/- each and 90,000 Preference shares of Rs. 10/- each.
(b) Issued, Subscribed & Paid-Up Capital:
The issued, subscribed and paid-up share capital as on 31st March, 2024 was Rs. 5,26,53,570/- consisting of 52,65,357 Equity shares of Rs. 10/- each.
During the year, there Issued, Subscribed & Paid up Share Capital was increased from Rs. 5,26,53,570/- consisting of 5,26,53,57 Equity shares of Rs 10/- each to Rs. 14,30,67,140/- consisting of 1,43,06,714 Equity shares of Rs 10/- each, As follows:
i. On 05th June, 2024, the company allotted and distributed 52,65,357 equity shares as bonus shares in the ratio of 1:1, i.e., one new equity shares for every existing equity share.
ii. On 01st October, 2024, 37,76,000 Equity Shares of Rs. 10/-each for cash price at a price of Rs. 64/- per share inclusive of a premium were issued and allotted by way of initial public offer.
The present issued, subscribed and Paid-up share Capital of the Company is Rs. 14,30,67,140/- divided into 1,43,06,714 Equity Shares of Rs. 10/- and entire shares of the company were listed on NSE-SME exchange w.e.f. 04th October, 2024.
(c) Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
(d) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
(e) Bonus Shares :
During the year, on 05th June, 2024, the company allotted and distributed 52,65,357 equity shares as bonus shares in the ratio of 1:1, i.e., one new equity shares for every existing equity share.
(f) Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
(g) Shares with differential rights:
The Company has not issued shares with differential rights as to dividend, voting or otherwise.
19. DETAILS OF INITIAL PUBLIC OFFER (IPO):
The Company made its public offer of equity shares by way of fresh issue of equity shares in accordance with SEBI (ICDR) Regulations, 2018 as amended, wherein 37,76,000 Equity Shares were offered through the Initial Public Offer. The public offer was opened on 26th September, 2024 and closed on 30th September, 2024 for all applicants. The 37,76,000 equity shares were offered at an offer price of Rs. 64/- per equity Share (including a share premium of Rs.54/- per equity Share). The shares were allotted on 01st October, 2024 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. National Stock Exchange of India Limited. The Equity shares of the Company were listed on NSE Limited under SME segment with effect from 04th October, 2024.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications (s) or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the composition of the Board of Directors and Key Managerial Personnel as on 31st March, 2025 is as follows:
|
Sr.
No.
|
Name of Directors
|
DIN
|
Date of Appointment
|
Designation
|
|
1
|
Varun Gupta
|
00471296
|
07/05/2016
|
Managing Director
|
|
2
|
Pratik Pramod Gupta
|
06576759
|
14/04/2013
|
Executive Director
|
|
3
|
Manoj Kumar
|
10345101
|
04/06/2024
|
Non-Executive Director
|
|
4
|
Satish Chandra Sharma
|
06644259
|
08/02/2024
|
Independent Director
|
|
5
|
Priyanka Agarwal
|
08089006
|
08/02/2024
|
Independent Director
|
|
6
|
Pratik Pramod Gupta
|
ALMPG3000F
|
23/01/2024
|
Chief Financial Officer
|
|
7.
|
Pramod Kumar Gupta
|
AAFPG7855C
|
15/12/2023
|
Company Secretary
|
During the year under Review, the following changes occurred in the position of Directors/KMP of the Company.
- Nikita Gupta (DIN: 09587326) ceased to be the Director of the Company w.e.f. 1st April, 2024.
- Ankita Pratik Gupta (DIN: 10452856) ceased to be the Director of the Company w.e.f. 01st April 2024.
- Manoj Kumar (DIN: 10345101) was appointed as an additional director of the company w.e.f. 01st April, 2024.
- Manoj Kumar (DIN: 10345101) appointed / Regularized as Director w.e.f. 04th June, 2024.
Post Financial year, there were following changes took place in the Board composition.
- Manoj Kumar (DIN: 10345101) ceased to be the Director of the Company w.e.f. 28th July, 2025.
The composition of Board complies with the requirements of the Companies Act, 2013 ('Act”).
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Directors of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 165 of the Companies Act, 2013.
21. RETIREMENT BY ROTATION:
Mr. Pratik Pramod Gupta (DIN: 06576759), Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Pratik Pramod Gupta (DIN: 06576759) has been included in the Notice convening the ensuing AGM.
The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company
22. NUMBER AND DATES OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met 10 (Ten) times during the financial year ended 31st March, 2025 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The date of Board meetings are:
01st April, 2024; 16th April, 2024; 01st June, 2024; 03rd June, 2024; 04th June, 2024; 05th June, 2024; 01st October, 2024; 14th November, 2024; 21st January, 2025; and 06th March, 2025.
The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013. All the Directors have attended all the meetings. The Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.
Pursuant to the provisions of the Companies Act, 2013 and the rules framed thereunder, two General Meetings of the Company’s members were convened during the financial year ended March 31, 2025. The details of the meetings are as follows:
i. Extra-Ordinary General Meeting on 04th June, 2024
ii. Annual General Meeting on 20th September, 2024
23. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the names of the top ten employees, if any, in terms of remuneration drawn, along with the particulars of employees as required under the said provisions, shall be provided by the Company to any shareholder upon request.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure A. Management Discussion and Analysis form an integral part of this Report which gives details of the overall industry structure, economic developments, performance, and state of affairs of the Company’s various businesses.
25. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company complies with applicable secretarial standards issued by the Institute of Company Secretaries of India.
26. RISK MANAGEMENT POLICY:
Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with
management process such that they receive the necessary consideration during the decision making.
The Risk Management Policy is available on: weblink https://divyadhan.in/wp-content/uploads/2024/05/Risk- Management-Policy.pdf
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the Company, if any, during the financial year with related parties were in ordinary course of business and on arm's length basis. During the year, the company had not entered into any material contract/ arrangement/ transaction with related parties.
The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) and Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had 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 and loss of the company for that period;
(c) the Directors had 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 had prepared the annual accounts on a going concern basis; and
(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the Company was not having net worth ofRupees Five Hundred Crores or more, or turnover ofRupees One Thousand Crores or more or a net profit of Rupees Five Crores or more during the financial year 2023-24, the Company was not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section during the financial year 2024-25.
30. VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, the company has framed a Whistle Blower Policy/ Vigil Mechanism providing a mechanism under which an employee/ director of the company may report a violation of personnel policies of the company, unethical behaviour, suspected or actual fraud or violation of the code of conduct. The vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company’s website:_https://divyadhan.in/wp-content/uploads/2024/05/Whistle- Blower-Policy.pdf
31. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the Declaration of Independence from its Independent Directors i.e. Mr. Satish Chandra Sharma (DIN: 06644259) and Ms. Priyanka Agarwal (DIN: 08089006) as per Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 confirming that they meet the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
32. MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on November 14, 2024 inter alia, to discuss:
a) Review of the performance of the Non-Independent Directors and the Board of Directors as a whole.
b) Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.
c) Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present in the meeting.
33. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company,
34. BOARD EVALUATION:
Pursuant to Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134(3)(p) of the Companies Act, 2013, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company.
The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its committees. The Directors expressed their satisfaction with the evaluation process.
35. SECRETARIAL AUDIT:
Pursuant to requirement of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Ainesh Jethwa & Associates, Practicing Company Secretaries (COP: 19650), to undertake the Secretarial Audit and to provide Annual Secretarial Compliance Report of the company for the financial year 2024-25. Secretarial Audit Report in Form MR-3 is given by M/s Ainesh Jethwa & Associates, Practicing Company Secretaries and is attached herewith as Annexure B.
The observations referred to in the Secretarial Audit Report (MR-3) are self-explanatory and do not call for any comments or explanations.
36. INTERNAL AUDIT:
Pursuant to the provision of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board has appointed Mr. Mohd Altamas, an employee of the Company as an Internal Auditor of the Company the for financial year 2024-25.
37. COST AUDIT:
As per the Cost Audit Rules and/or Orders, Cost Audit was not applicable to the Company for the financial year ended on 31st March, 2025.
38. COMMITTEES OF THE BOARD AND MEETINGS:
The Board receives regular communication regarding policy-related issues as well as other pertinent and important information. Your board currently has three (3) committees, namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholder Relationship Committee, to look into various aspects for which they have been established in order to provide better corporate governance and transparency. The terms of reference of these committees are in line with Act.
The Audit Committee of the Board of Directors was constituted with the requirement of the Section 177 of the Act.
During the year under review, meetings of the Audit Committee were held i.e. on 1st June, 2024; 3rd June, 2024, 7th September, 2024, 14th November, 2024 and 6th March, 2025. The intervening gap between two meetings did not exceed one hundred and twenty days.
The details of the Audit Committee meetings attended by its members during FY 2024-25 are given below:
|
Name of the Directors
|
Designation in the Committee
|
Nature of Directorship
|
Number of Meetings Held during the FY 2024-25
Held Attended
|
% of
Attendance
|
|
Mr. Satish Chandra Sharma
|
Chairman
|
Independent
Director
|
5
|
5
|
100 %
|
|
Ms. Priyanka Agarwal
|
Member
|
Independent
Director
|
5
|
5
|
100 %
|
|
Mr. Varun Gupta
|
Member
|
Managing Director
|
5
|
5
|
100 %
|
Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Act.
During the year under review, Three meeting of the Nomination and Remuneration Committee were held i.e. on 1st June, 2024; 3rd June, 2024 and 21st January, 2025.
The details of the Nomination and Remuneration Committee meetings attended by its members during FY 2024-25 are given below:
|
Name of the Directors
|
Designation in the Committee
|
Nature of Directorship
|
Number of Meetings Held during the FY 2024-25
Held Attended
|
% of
Attendance
|
|
Mr. Satish Chandra Sharma
|
Chairman
|
Independent
Director
|
3
|
3
|
100 %
|
|
Ms. Priyanka Agarwal
|
Member
|
Independent
Director
|
3
|
3
|
100 %
|
|
Mr. Manoj Kumar
|
Member
|
Non-Executive
Director
|
3
|
3
|
100 %
|
Stakeholders Relationship Committee
The Company has constituted a Stakeholders Relationship Committee pursuant to the provisions of Section 178(3) of the Act.
During the year under review, one meeting of the Stakeholders Relationship Committee was held i.e. on 1st June, 2024 and 1st October, 2024 .
The details of the Stakeholders Relationship Committee meetings attended by its members during FY 2024-25 are given below:
|
Name of the Directors
|
Designation in the Committee
|
Nature of Directorship
|
Number of Meetings Held during the FY 2024-25
Held Attended
|
% of
Attendance
|
|
Mr. Manoj Kumar
|
Chairperson
|
Non-Executive, Non¬ Independent Director
|
2
|
2
|
100 %
|
|
Mr. Satish Chandra Sharma
|
Member
|
Independent Director
|
2
|
2
|
100 %
|
|
Mr. Varun Gupta
|
Member
|
Managing Director
|
2
|
2
|
100 %
|
The provision of Section 135 (CSR Committee) of the Companies Act, 2013 and the rules made there under were not applicable to the Company and hence the Company has not formulated committee during the financial year under review.
39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES:
In accordance with the provision of the Sexual Harassment of Women at the Workplace (prevention, prohibition and Redressed) Act, 2013 internal complaints committee (ICC) has been set up to redress complaints. However, ICC has not received any complaint during the year.
|
1.
|
No. of complaints received in the year
|
Nil
|
|
2.
|
No of complaints were disposed off in the year
|
Nil
|
|
3.
|
Cases pending for more than 90 days
|
Nil
|
|
4.
|
No workshops and awareness programs were conducted in the year
|
Nil
|
|
5.
|
Nature of action by the employer or District officer, if any
|
Nil
|
40. CORPORATE GOVERNANCE REPORT:
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of -
(a) listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.
(b) listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.
41. IBC CODE & ONE-TIME SETTLEMENT:
There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.
42. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:
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Female
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6
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Male
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82
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Transgender
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0
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43. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961:
The company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The company remains committed to supporting working mothers and promoting a gender-inclusive workspace.
44. ACKNOWLEDGEMENTS:
We take this opportunity to thank the employees for their dedicated service and contribution to the Company.
We also thank our business associates and shareholders for their continued support to the Company.
For Divyadhan Recycling Industries Limited (Formerly Known as Divyadhan Recycling industries Private Limited)
Pratik Gupta Varun Gupta
Date: 03-09-2025 Director & CFO Managing Director
Place: Mumbai DIN: 06576759 DIN: 00471296
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