Your Directors have the pleasure of presenting the 43 Annual Report of the Company on the
business and operations of the Company, together with Audited Statement of Accounts for the year
ended March 31, 2024.

1. FINANCIAL RESULTS:

2. COMPANY’S PERFORMANCE AND OPERATION:

The Total Revenue for the financial year under review was Rs. 6,02,99,695 as against Rs.
6,18,29,914 for the previous financial year registering decrease of revenue.

The profit before tax is Rs. 50,65,594 and the profit after tax is Rs. 42,75,361 for the financial year
under review as against Rs. 48,06,340 and Rs. 40,56,551 respectively reported for the previous
financial year.

There were no material changes and commitments affecting the financial position of the Company,
between the end of the financial year and the date of this Report.

3. DIVIDEND:

Your directors have not recommended any dividend on equity shares for the year under review. As
mentioned earlier, the directors are not recommending any dividend for the year under review.

4. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility initiatives,
as the provisions of Section 135 of the Companies Act, 2013 are not applicable to the company.

5. DEPOSITS:

The Company has not accepted any deposits from public under Chapter V of the Companies Act,
2013, during the financial year under review.

6. SHARE CAPITAL

The present Authorized Share Capital of the Company is Rs. 100,000,000 /- (Rupees Ten Crore
Only) divided into 10,000,000 (Rupees One Crore) Equity Shares of Rs.10/- each.

The paid-up equity share capital as on 31st March 2024 is Rs. 44,383,240/- (Rupees Four Crores
Forty Three Lakhs Eighty Three Thousand Two Hundred and Forty Only) divided into 44,38,324
(Forty Four Lakhs Thirty Eight Thousand Three Hundred and Twenty Four) equity shares of face
value of Rs. 10/- each as on March 31, 2024.

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The
Company has not issued shares with differential voting rights, sweat equity shares, nor has initiated
any stock options.

7. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL
PERFORMANCE OF THE COMPANY DURING THE PERIOD UNDER REPORT:

The company does not have any subsidiary, associate and joint venture companies. There are no
companies have become or ceased to be the companies Subsidiaries, joint ventures or associate
companies during the year;

8. FINANCIAL STATEMENT:

Full version of the Annual Report 2023-24 containing complete Balance Sheet, Statement of Profit
& Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the
Companies Act, 2013, Directors’ Report (including Management Discussion and Analysis) are
being sent and Full version of Annual Report 2023-24 is also available for inspection at the
registered office of the Company during working hours up to the date of ensuing Annual General
Meeting (AGM). It is also available at the Company's website at www.deshrakshak.in.

9. TRANSFER TO RESERVES:

The Company has transferred Rs 42,75,361 to reserves for the year under scrutiny and aggregate
balance of reserves and surplus is Rs 4,81,54,051.

10. STATUTORY AUDITORS:

M/s. Sudhanshu Jain & Associates, Chartered Accountants, were appointed as Statutory Auditors
of the company at the Annual General Meeting (“AGM”) held on 23 , September, 2017, for a term
of five consecutive years till the conclusion of 41^st Annual General Meeting held in 2022, for a term
of 5 (five) year. The tenure of M/s Sudhanshu Jain & Associates completed in the 41^st AGM.

Based on recommendations of the Audit Committee and the Board of Directors, the members in the
41^st AGM held on September 17, 2023, approved the appointment of Anil Jain and Co, as the
Statutory Auditors of the Company for a term of 5 (five) years i.e. from the conclusion of 41st
AGM till the conclusion of 46th AGM to be held in the year 2027.

The statutory auditors report is annexed to this annual report. There are no adverse remarks on
disclosure by the statutory auditors in their report. They have not reported any incident of fraud to
the Audit Committee of the Company during the year under review.

The Report given by the Auditors on the financial statement of the Company is part of this Report.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Report.

11. LISTING FEES:

Equity Shares of your Company are listed on BSE Limited. Your Company has paid the required
listing fees to Stock Exchange.

12. INTERNAL AUDITORS:

The Company appointed Internal Auditor to conduct Internal audit of the accounts maintained by
the Company, for the financial year 2023-24 and 2024-25.

There was no qualification, reservation or adverse remark made by the Internal Auditors in their
report.

13. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed M/s. R.C. Sharma & Associates, Company Secretaries (C.P.No.7957) as Secretarial
Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March
2024. The Secretarial Audit Report issued by M/s. R.C. Sharma & Associates, Practicing
Company Secretaries, in Form MR-3 is annexed to this Board’s Report as Annexure-E.

The Board of Directors have appointed M/s. R.C. Sharma & Associates, Practicing Company
Secretaries, as Secretarial Auditors for the financial year 2024-2025.

The Secretarial Audit Report made by practicing company secretary contains no qualification,
reservation or adverse remark.

14. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE
STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN AUDIT REPORT AND
SECRETARIAL AUDIT REPORT:

The audit report and secretarial report contains no qualification, reservation, disclaimer or adverse
remark and hence not required for explanations or comments by the board.

15. STATE OF COMPANY’S AFFAIRS:

The Company is engaged in the activities of Ayurvedic Medicines.

16. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:

None of the employee of your company, who was employed throughout the financial year, was in receipt of
remuneration in aggregate of rupees one crore and two lakhs’ rupees or more or if employed for the part of
the financial year was in receipt of remuneration of rupees Eight lakhs and fifty thousand rupees per month
and if employed throughout the financial year or part thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case be may be, at a rate which, in the aggregate, is in excess of that drawn
by the managing director or whole-time director.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL
YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:

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

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATION IN FUTURE:

There are no significant and material orders were passed by the regulators or courts or tribunals which affect
the going concern status and future operation of the Company. Hence, disclosure pursuant to Rule 8(5) (vii)
of the Companies (Accounts) Rules, 2014 is not required.

18. REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection, appointment and remuneration of Employees, Directors and KMPs including
criteria for determining qualifications, positive attributes, independence of directors and is also
available in the website of the company at www.deshrakshak.in

Policy for Remuneration to Directors/Key Managerial Personnel

Remuneration to Managing Director/Whole-time Directors:

(a) The Remuneration/Commission etc. to be paid to Managing Director / Whole-time Directors, etc.
shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any
other enactment for the time being in force and the approvals obtained from the Members of the
Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the Board of
Directors, as it may consider appropriate with regard to remuneration to Managing
Director/Whole-time Directors.

ii. Remuneration to Non-Executive/Independent Directors:

(a) The Non-Executive/Independent Directors may receive sitting fees and such other remuneration as
permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Independent Directors (excluding remuneration for
attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be
subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there under or
any other enactment for the time being in force. The amount of such remuneration shall be such as
may be recommended by the Nomination and Remuneration Committee and approved by the
Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall not be eligible to get Stock Options and shall also not be eligible to
participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non-Executive/ Independent Directors for services rendered which are
of professional nature shall not be considered as part of the remuneration for the purposes of clause
(b) above if the following conditions are satisfied:

• The Services are rendered by such Director in his capacity as the professional;
and

• In the opinion of the Nomination and Remuneration Committee, the Director possesses the
requisite qualification for the practice of that profession.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the
provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

(b) The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund,
contribution to pension fund, pension schemes, etc. as decided from time to time in accordance
with the Company’s Policy.

Remuneration paid to Non-Executive Directors and Executive Directors

No sitting fees were paid to non-executive non-independent Directors as they have waived their
entitlement for the same.

Non-executive Directors of a company’s Board of Directors add substantial value to the Company
through their contribution to the Management of the Company. In addition they also play an
appropriate control role.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3 (a) of Section 134 and sub-section (3) of Section 92 of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return as at 31^st March, 2024 has been placed in the company’s website at
https://www.deshrakshak.in.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

All transactions entered with Related Parties for the year under review were on arm’s length basis
and in the ordinary course of business. There are no material related party transactions during the
year under review with the Promoters, Directors or Key Managerial Personnel. The Company has
developed a Related Party Transactions framework through standard operation procedures for the
purpose of identification and monitoring of such transactions. All Related Party Transactions are
placed before the Audit Committee as also to be Board for approval. The particulars of contracts or
arrangements entered into by the Company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 disclosed in Form No.AOC-2 and is set out as
ANNEXURE -F and forms part of this report.

21. CORPORATE GOVERNANCE:

• Corporate Governance stipulated in Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to the Company as paid up Equity
Share capital not exceeding rupees ten crores and net worth not exceeding rupees Twenty-Five
Crores, as on the last date of the previous financial year and the specific certificate to this effect has
been obtained by the Company & kept on its records so therefore the compliance of furnishing
Corporate Governance Report under Regulation 27(2) read with Schedule V of the Securities
Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015
is not applicable to the Company. Whenever this regulation becomes applicable to the Company
at a later date, the Company will comply with the requirements of those regulations within six
months from the date on which the provisions become applicable to our Company.

• Declaration by the Managing Director, inter alia, confirming that the members of Board of
Directors have affirmed compliance with the code of conduct of the Board of Directors, is attached
as ‘Annexure G’ and forms part of Annual report.

• Certificate of the Managing Director and Chief Financial Officer, inter alia, confirming the
correctness of the financial statements, compliance with Company‘s Code of Conduct, adequacy of
the Internal Control measures and reporting of matters to the Audit Committee in terms of

Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is attached as ‘Annexure H’ and forms part of Annual report.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• DIRECTOR LIABLE BY ROTATION:

In accordance with section 152 of the Companies Act, 2013 Mrs. Bhumika Prawani (DIN:
09732792), non-executive director in professional capacity of the company shall be liable to retire
by rotation at the ensuing Annual General Meeting and being eligible, she offers herself for re¬
appointment. The Additional information as required under Regulation 36(3) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard - 2 is annexed as Annexure-A.

• CHANGES IN KEY MANAGERIAL PERSONNEL AND DIRECTORS:

The appointment of Key Managerial Personnel is mandatory as per Section 203 of the Companies
Act, 2013 as the company fall in the limits as prescribed under section 203 of Companies Act
2013.

The existing composition of the Company's board is fully in conformity with the applicable
provisions of the Companies Act 2013.

CHANGES DURING THE FINANCIAL YEAR (2023-2024):

In accordance with section 152 of the Companies Act, 2013 Mrs. Monika Jain (DIN: 0343491),
Whole-time director of the company retires by rotation in the 42^nd Annual General Meeting of the
company held on September 29, 2023 and appointed by the members of the company in 42^nd
Annual General Meeting.

• DECLARATION BY THE INDEPEDNENT DIRECTORS:

All Independent Directors have submitted the declaration of independence, pursuant to the
provisions of Section 149(7) of the Companies Act, 2013 (“Act”) and Regulation 25(8) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015, stating that they meet the criteria of independence as provided in Section 149(6)
of the Act and Regulations 16(1)(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015, and they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair or
impact his/her ability to discharge his/ her duties with an objective independent judgment and
without any external influence.

In compliance with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014, all the Independent Directors (“ID”) of the Company have registered themselves with the
India Institute of Corporate Affairs (IICA), Manesar and have included their names in the databank
of Independent Directors within the statutory timeline. They have also confirmed that they will
appear for the online proficiency test within a period of one year, wherever applicable. Further,
there has been no change in the circumstances affecting their status as IDs of the Company.

23. FAMILIARIZATION/ ORIENTATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

After the successful open offer completion and charge as taken by the new Board members, the
Independent Directors attended a Familiarization/ Orientation Program as being inducted by the
Board.

The Company had devised the detailed framework for the Familiarization Program and also
approved the format of the formal letter of appointment as required to be given to the Independent
Directors, outlining their role, function, duties and responsibilities.

24. SEPREATE MEETING OF INDEPENDENT DIRECTORS:

During the financial year ended March 31, 2024 the Independent Directors held a separate meeting
in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulation 25
of Securities of Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015 on 30.03.2024.

25. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of the Company met Six times during the year on 29.05.2023, 12.08.2023,
25.08.2023, 05.09.2023, 08.11.2023 and 12.02.2024 in respect of which proper notices were given

and the proceedings were properly recorded, signed and maintained in the Minutes book kept by
the Company for the purpose. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

26. CONSTITUTION OF COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity
of the accounting, auditing and reporting practices of the Company and its compliance with the
legal and regulatory requirements. The terms of reference of Audit Committee cover the areas
mentioned under Section 177 of the Companies Act, 2013. Pursuant to which, the details of
composition, meetings of the Audit Committee are as under:-

The company being a listed company falls under the criteria as defined under section 177 of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules,
2014. The company has duly constituted the Audit Committee with Mrs. Shruti Gupta (Chairman),
Independent Director, Mr. Tosh Kumar Jain (Member), Managing Director, Mr. Mohit Kumar
(Member), Independent Director of the company.

The Audit Committee met 6 times on 29.05.2023, 12.08.2023, 25.08.2023, 05.09.2023,
08.11.2023 and 12.02.2024 during the financial year ended March 31, 2024.

There have been no instances of non-acceptance of any recommendations of the Audit Committee
by the Board during the financial year under review.

Additionally, during the financial year ended March 31, 2024 the Independent Directors held a
separate meeting in compliance with the requirements of Schedule IV of the Companies Act,
2013 and Regulation 25 of Securities of Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015 on 30.03.2024.

NOMINATION & REMUNARATION COMMITTEE

The Board has a Nomination and Remuneration policy, which is generally in line with the existing
industry practice and applicable laws. The policy has been displayed on the Company’s website
viz.www.deshrakshak.in.

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria
and quantum of compensation for directors and senior management based on their performance and
defined assessment criteria. The Committee formulates the criteria for evaluation of the
performance of Independent Directors & the Board of Directors; identifying the persons who are
qualified to become directors, and who may be appointed in senior management and recommend to
the Board their appointment and removal. The terms of the reference of Nomination and
Remuneration Committee covers the areas mentioned under section 178 of the Companies Act,

2013.

The company being a listed company falls under the criteria as defined under section 178 of the
Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules,

2014. The company has duly constituted the Nomination and Remuneration Committee with Mrs.
Shruti Gupta (Chairman), Independent Director, Mr. Mohit Kumar (Member), Independent
Director, Mrs. Bhumika Pawani, Member, Non Executive director of the company.

Pursuant to which the meetings of the Nomination & Remuneration Committee are as under:

The nomination and remuneration committee met 4 times on 29.05.2023, 25.08.2023, 08.11.2023,
and 05.02.2024 during the financial year ended March 31, 2024. Members of the Committees
discussed the matter placed and contributed valuable inputs on the matters brought before.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee (Committee) is the Committee of the Board of
Directors. The main objective of this Committee is to consider and resolve the grievances of
security holders of the company.

For listed companies the rights of stakeholders play a very important role in the Corporate
Governance of the Company. The listed entity shall constitute a Stakeholders Relationship
Committee to look into various aspects of interest of shareholders, debenture holders and other
security holders.

The company being a listed company falls under the criteria as defined under section 178 of the
Companies Act, 2013. The Board of Directors of a company which consists of more than one
thousand shareholders, debenture-holders, deposit-holders and any other security holders at any
time during a financial year shall constitute a Stakeholders Relationship Committee.

The company falls under the criteria as defined under section 178 of the Companies Act, 2013. The
company has duly constituted the Stakeholders Relationship Committee with Mrs. Shruti Gupta
(Chairman), Independent Director, Mr. Arihant Kumar Jain (Member), Whole-time Director, Mr.
Mohit Kumar (Member), Independent Director of the company.

The Stakeholders Relationship Committee met 4 times on 24.04.2023, 12.08.2023, 04.12.2023 and
11.03.2024 during the financial year ended March 31, 2024.

27. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the statutory auditors
and secretarial auditors to report to the Audit Committee and/or Board under section 143(12) of the
Companies Act, 2013 and rules framed thereunder.

28. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year ended March 31, 2024, your Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.

29. ACCOUNTING STANDARDS:

The Company has prepared the Financial Statements for the year ended 31st March, 2024 as per
Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules,
2014.

30. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance
of the individual directors on the basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman
was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in
the board meeting that followed the meeting of the Independent Directors, at which the
performance of the Board, its committees and individual directors was also discussed.

The performance evaluation of Independent Directors was done by the entire Board and in the
evaluation the Director who was subject to evaluation did not participate. On the basis of
performance evaluation done by the Board, it shall be determined whether to extend or continue
their term of appointment.

31. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made
by the Board of its own performance and that of its Committees and individual directors. Schedule
IV of the Companies Act, 2013 states that the performance evaluation of the independent directors
shall be done by the entire Board of Directors, excluding the director being evaluated. The Board
works with the Nomination and Remuneration Committee to lay down the evaluation criteria. The
Board has carried out an evaluation of its own performance, the directors individually as well as
(including chairman) the evaluation of the working of its Audit Committee, Nomination and
Remuneration Committee, Stakeholders’ Relationship Committee of the Company.

The Board has devised questionnaire to evaluate the performances of each of Executive, Non¬
Executive and Independent Directors. Such questions are prepared considering the business of the
Company and the expectations that the Board have from each of the Directors. The evaluation
framework for assessing the performance of Directors comprises of the following key areas:

1. Attendance at the Board Meetings and Committee Meetings;

2. Quality of contribution to Board deliberations;

3. Strategic perspectives or inputs regarding future growth of Company and its performance.

32. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS)
under the historical cost convention on accrual basis except for certain financial instruments, which
are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and
guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind-AS are prescribed
under Section 133 of the Companies Act, 2013 (‘the Act’), read with the Companies (Indian Accounting
Standards) Rules, 2015. The Company has adopted all IND-AS Standards and the adoption was carried out
in accordance with applicable transition guidance. Accounting policies have been consistently applied
except where a newly issued accounting standard is initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy hitherto in use.

As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
Directors, to the best of their knowledge and belief, state that:

i. That in the preparation of the annual accounts for the financial year ended 31st March 2024, the
applicable Accounting Standards had been followed and that there were no material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 the year under review;

iii. That the directors had taken proper and sufficient care 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; and

iv. That the directors had prepared the accountts for the financial year ended 31^st March 2024 on a
"going concern basis”.

v. 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; and

vi. 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.

33. VIGIL MECHANISM:

As Per Regulation 22 (1) Of the Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015 it is mandatory for every listed company to formulate
a vigil mechanism for directors and employees to report genuine concern. According to section
177(10) of the Companies Act, 2013 it is mandatory for the company to disclose the establishment
of such mechanism on the website of the company and in the Board’s Report.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical or
unacceptable business practice. A whistle-blowing mechanism not only helps the Company in
detection of fraud, but is also used as a corporate governance tool leading to prevention and
deterrence of misconduct.

It provides direct access to approach the Compliance Officer or the Chairman of the Audit
Committee, where necessary, in appropriate or exceptional cases by the employees or directors of
the Company. The Company ensures that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or victimization.

34. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan
for the Company. The audit committee has additional oversight in the area of financial risks and
controls. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.

Business Risk Evaluation and Management is an ongoing process within the Organization. The
Company has a robust risk management framework to identify, monitor and minimize risks as also
identify business opportunities. The Audit Committee and the Board periodically review the risks
and suggest steps to be taken to manage/ mitigate the risk through a properly defined framework.
During the year, no major risks were noticed, which may threaten the existence of the Company.

The development and implementation of risk management has been covered in the management
discussion and analysis, which forms part of annual report. The Company has developed and
implemented a risk management policy which identifies major risks which may threaten the
existence of the Company. The same has also been adopted by your Board and is also subject to its
review from time to time. Risk mitigation process and measures have been also formulated and
clearly spelled out in the said policy.

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

The loan given or guarantee provided, or investment made by the Company during the financial
year 2023-24 as per Section 186 of the Companies Act, 2013 have been given in the Balance Sheet
and Audit Report.

36. INTERNAL CONTROL SYSTEM:

The Company has a well-placed, proper and adequate internal control system, which ensures that all
assets are safeguarded and protected and that the transactions are authorized, recorded and reported
correctly. The Company’s internal control system comprises audit and compliance by in-house
Internal Audit Division, supplemented by internal audit checks. Independence of the audit and
compliance is ensured by direct reporting of Internal Audit Division to the Audit Committee of the
Board. The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness in the design or
operation was observed.

37. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the year.

38. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no
employee drawing remuneration above the limits set under Section 197 (12) read with Rule 5 (2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the
disclosure as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to
this Board’s report as Annexure-I.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (‘POSH Act’) and Rules made thereunder, your Company has constituted
Internal Complaints Committees to look into complaints relating to sexual harassment at work
place of any women employee. While maintaining the highest governance norms, the Company has
appointed external independent persons who worked in this area and have the requisite experience
in handling such matters, as Chairpersons of each of the Committees. During the year Company
has not received any complaint of harassment.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE. 2016 DURING THE YEAR ALONG
WITH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There are no application made or any proceeding pending under the insolvency and bankruptcy
code, 2016 during the year.

41. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:

Information regarding Energy Conservation, Technology absorption and Foreign Exchange
earnings and outgo as per Section 134 of the Companies Act, 2013 read with the Rule 8(3) of the
Companies (Accounts) Rules, 2014 are given under:

(a) Energy Conservation

Energy consumed during the year does not constitute a significant amount, thus Particulars under
Rule 8(3) of the Companies (Accounts) Rules, 2014 and Section 134(3) (m) of the Companies Act,
2013 on Conservation of Energy, Technology Absorption are not applicable to the Company, hence
no disclosure has been made in this report.

(b) Technology Absorption

The techniques of preparation of medicines are based on ancient Ayurvedic pattern subject to time
to time modification in accordance with the modern development. So the entire method is
indigenous and no foreign technology is involved.

(c) Foreign Exchange Earnings and Out Go
Export Sales of Rs. 20,46,300

Outgo- Nil

42. OPERATIONS REVIEW:

For detailed operational review kindly refer to Management Discussion and Analysis Report and
the Report on Corporate Governance, which forms part of this Annual Report.

43. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit)
Rules, 2014 are not applicable on the Company.

44. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the result of operations
of the Company for the year under review, as required under Regulation 34 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
with the stock exchanges, is given as a separate statement in Annual Report as ANNEXURE-J.

45. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF
THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Mrs. Shruti Gupta (DIN: 09818957) appointed as independent director of the company on 29th day
of September, 2023. The outcome of performance evaluation of Mrs. Shruti Gupta is positive. She
taken unbiased decisions and provided independent guidance in several crucial matters to the Board
of the company. She performed her roles and responsibilities in effective manner. She ensures
integrity of the company’s accounting and financial reporting system. She acted on fully informed
basis, in good faith with due diligence and care. She is professional having vast experience in the
field of accounting, audit, financial, corporate laws. She provided in-depth knowledge and having
an ability to guide in several crucial matters to the Board of the Company. She is very instrumental
in making strategic decisions. Mrs. Shruti Gupta is highly skilled and proficient and scored well in
the self assessment test conducted by the Indian Institute of Corporate Affairs to include the name of
persons who qualified such test in the databank of independent directors.

46. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

There is no one time settlement made with the banks and Financial Institution during the year.

47. INSIDER TRADING CODE:

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 (‘the PIT Regulations’) on prevention of insider trading, the Company have its
Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line
with the recent amendments brought by Securities and Exchange Board of India in the PIT
Regulations. The said Code lays down guidelines, which advise Designated Persons on the
procedures to be followed and disclosures to be made in dealing with the shares of the Company
and cautions them on consequences of non-compliance.

48. INSURANCE:

All the insurable interest of the company, including Inventories, Buildings, Machinery etc. is
adequately insured.

49. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The
enthusiasm and unstinting efforts of employees have enabled the Company to maintain efficiency
in the industry. It has taken various steps to improve productivity across organization.

50. CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the
Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking
statements” within the meaning of applicable securities laws and regulations. Actual results could
differ materially from those expressed or implied. Important factors that could make difference to
the Company’s operations include changes in the government regulations, tax regimes and
economic developments within India or abroad.

51. ACKNOWLEDGEMENT& APPRECIATION

The Directors place on record their sincere appreciation for the dedication, hard work and
commitment of the employees at all levels and their significant contribution to your Company’s
growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and
encouragement. Your Directors thank the Banks, Financial Institutions, Government Departments
and Shareholders and look forward to having the same support in all our future endeavors.

Further, the Board expresses its gratitude to you as Shareholders for the confidence reposed in the
management of the Company.

By Order of the Board of Directors
For Desh Rakshak Aushdhalaya Limited

Sd/-

Place: Haridwar Tosh Kumar Jain

Date: 06.09.2024 Chairman & Manaing Director

DIN: 01540363