Dear Members,
Your Directors have immense pleasure in presenting the Thirty First Annual Report on
the business and operations of the Company together with the Audited Financial Statements
of your Company for the financial Year ended March 31st, 2024.
The Director Report is prepared based on the standalone financial statements of the
company and the Report on the performance and financial position of the Company.
1. FINANCIAL RESULTS:
(Amount in Rs. Lakhs except EPS)
Particulars |
For the Year ended 31st March, 2024 |
For the Year ended 31st March, 2023 |
Revenue from Operations |
4,322.24 |
3,033.89 |
Other Income |
0.81 |
0.005 |
Total Revenue |
4,323.06 |
3,033.89 |
Less: Total Expenses (excluding Depreciation) |
4046.78 |
2,853.34 |
Profit Before Depreciation &Tax |
276.27 |
180.55 |
Less: Depreciation |
93.16 |
55.48 |
Profit before extraordinary items and tax |
183.11 |
125.07 |
Less: extraordinary Item |
0 |
(15.95) |
Profit Before Tax |
183.11 |
141.02 |
Less: (i) Current Tax |
32.39 |
24.27 |
(ii) Deferred Tax |
16.59 |
14.83 |
Net Profit/(Loss) For The Year |
134.13 |
101.92 |
EPS (Basic & Diluted) |
1.62 |
1.23 |
2. PERFORMANCE REVIEW:
Our Company is in business of manufacturing, marketing and sourcing of diamonds
- natural and lab grown.
The highlights of the Company's performance are as under:-
? Revenue from operations was increased to Rs. 4322.24 Lakhs during the current year as
compared to Rs. 3,033.89 Lakhs in previous year i.e. increased by approximately 42.46%.
? Net Profit after tax for the current year increased substantially to Rs. 134.132
Lakhs as compared to Rs. 101.92 Lakhs in previous year i.e. increased by approximately
31.61%
? Earnings per share increased to Rs. 1.62 per share as compared to Rs. 1.23 per share
during the previous year.
The Company is making all out efforts for presenting better & better results. The
Company is also redefining its marketing strategies so as to capture increased market
share. Looking to the volatile market conditions, the Company management needs to be much
alert all the times to have better business prospects and profitability.
3. MARKET PRICE DATA:
Our Company got listed on BSE SME platform on March 29, 2023 with BSE SME Symbol -
DEVLAB, and ISIN: INE0NIJ01017. The following table shows High, Low (monthly) and number
of equity shares traded during the F.Y. 2023-24 on BSESME*.
Months |
Average of Open |
Month's High Price |
Month's Low Price |
Average of Previous Close |
Month's total No. of Trades |
Month's Total Turnover |
Platform |
April/2023 |
52.67 |
67.40 |
47.85 |
52.73 |
621.00 |
79186320 |
BSE SME |
May/2023 |
61.31 |
76.70 |
52.53 |
61.20 |
662.00 |
90378680 |
BSE SME |
June/2023 |
65.57 |
70.90 |
61.00 |
65.85 |
225.00 |
36552980 |
BSE SME |
July/2023 |
59.55 |
65.55 |
55.00 |
59.25 |
195.00 |
24149560 |
BSE SME |
August/2023 |
60.55 |
67.00 |
56.25 |
61.03 |
169.00 |
31063300 |
BSE SME |
September/2023 |
59.49 |
64.00 |
55.00 |
60.11 |
91.00 |
12298880 |
BSE SME |
October/2023 |
61.49 |
67.25 |
57.10 |
61.25 |
219.00 |
27876640 |
BSE SME |
November/2023 |
80.81 |
105.80 |
64.20 |
80.00 |
477.00 |
90858880 |
BSE SME |
December/2023 |
79.97 |
93.95 |
69.10 |
79.77 |
228.00 |
42613500 |
BSE SME |
January/2024 |
102.81 |
131.25 |
89.01 |
102.90 |
228.00 |
51780240 |
BSE SME |
February/2024 |
97.75 |
122.40 |
81.15 |
97.51 |
273.00 |
55677300 |
BSE SME |
March/2024 |
101.98 |
120.95 |
88.00 |
102.23 |
181.00 |
51047000 |
BSE SME |
4. CHANGE IN THE BUSINESS OF THE COMPANY:
No changes in the business of the company occurred during the year under review.
5. DIVIDEND:
Due to conservative policy adopted by the Company, your directors don't recommend any
dividend for the year under review.
6. TRANSFER TO RESERVE:
Pursuant to provisions of Section 134(1)(j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to general reserves account of the company during the
year under review.
Further, there are no changes in Capital Reserve and Security premium. Profit for the
year amounting to Rs. 134.13 Lakhs transferred to the Surplus/(Deficit) in the Statement
of Profit & Loss.
7. IPO PROCEEDS AND DEPLOYMENT OF FUNDS:
The Company had successfully come up with an Initial Public Offer (IPO) of 22,00,000
Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 51/- each,
aggregating to Rs. 1122.00 Lakhs. IPO of company opened on March 17, 2023 and closed on
March 21, 2023 and equity shares of the company got listed on BSE SME platform on March
29, 2023.
Statement of deviation / variation in utilization of funds raised through Initial
Public Offer (IPO) of Equity shares during 2023-24 is as under:
Statement of Deviation / Variation in utilization of funds raised
Name of listed entity |
Dev Labtech Venture Limited |
Mode of Fund Raising |
Public Issues |
Date of Raising Funds |
24/03/2023 (being date of allotment) |
Amount Raised |
Rs. 11,22,00,000/- |
Report filed for Half ended |
31/03/2024 |
Monitoring Agency |
Not applicable |
Monitoring Agency Name, if applicable |
Not applicable |
Is there a Deviation / Variation in use of funds raised |
Yes / No |
If yes, whether the same is pursuant to change in terms of a contract or objects,
which was approved by the shareholders |
Not applicable |
If Yes, Date of shareholder Approval |
Not applicable |
Explanation for the Deviation / Variation |
Not applicable |
Comments of the Audit Committee after review |
No Comments |
Comments of the auditors, if any |
No Comments |
Objects for which funds have been raised and where there has been a deviation, in the
following table
Original Object |
Modified Object, if any |
Original Allocation (in Lakhs) |
Modified Allocation, if any |
Funds Utilised (in Lakhs) |
Amount of Deviation/Variation for the quarter according to applicable
object |
Remarks if any |
To Meet the Capital Expenditure Requirements |
Not applicable |
154 |
Not Applicable |
154 |
Not Applicable |
- |
To Meet Working Capital Requirement |
Not applicable |
750 |
Not Applicable |
750 |
Not Applicable |
- |
General Corporate Expenses |
Not applicable |
178 |
Not Applicable |
178 |
Not Applicable |
- |
Public Issue Related Expenses |
Not applicable |
40 |
Not Applicable |
40 |
Not Applicable |
- |
Further, Company had issued and allotted preferential basis 3592000 Warrants at Rs.
62/- per warrant (including a premium of Rs. 52/- per Warrant) convertible into 3592000
Equity Share of Rs. 10/- each to Promoter, Promoter Group and certain identified
Non-Promoter. Warrants were allotted on 21st December, 2023.
Statement of deviation / variation in utilization of funds raised through issue of
3592000 Share Warrants convertible into Equity shares during 2023-24 is as under:
Statement of Deviation / Variation in utilization of funds raised
Name of listed entity |
Dev Labtech Venture Limited |
Mode of Fund Raising |
Preferential Issues |
Date of Raising Funds |
21/12/2023 (being date of allotment) |
Amount Raised |
Rs. 5,56,76,000 /- |
Report filed for Half ended |
31/03/2024 |
Monitoring Agency |
Not applicable |
Monitoring Agency Name, if applicable |
Not applicable |
Is there a Deviation / Variation in use of funds raised |
Yes / No |
If yes, whether the same is pursuant to change in terms of a contract or objects,
which was approved by the shareholders |
Not applicable |
If Yes, Date of shareholder Approval |
Not applicable |
Explanation for the Deviation / Variation |
Not applicable |
Comments of the Audit Committee after review |
No Comments |
Comments of the auditors, if any |
No Comments |
Objects for which funds have been raised and where there has been a deviation, in the
following table
Original Object |
Modified Object, if any |
Original Allocation |
Modified Allocation, if any |
Funds Utilised |
Amount of Deviation/Variation for the quarter according to applicable
object |
Remarks if any |
To meet the Capital Expenditure Requirements for business expansion & To meet
Additional Working Capital Requirement time to time |
Not Applicable |
*2,227.04 |
Not Applicable |
556.76 |
Not Applicable |
|
*Original Allocation amount calculated considering full amount of Rs. 62/- per warrant.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
and the date of this report are as under:
Company had issued and allotted 3592000 Warrants at Rs. 62/- per warrant
(including a premium of Rs. 52 per Warrant) convertible into 3592000 Equity Share of Rs.
10/- each to Promoter, Promoter Group and certain identified Non-Promoter person on a
preferential basis. Warrants were allotted on 21st December, 2023.
Warrants are convertible into Equity Shares of Rs. 10/- each within a period of
Eighteen (18) months from the date of allotment of Warrants.
The company had received in-principle approval from BSE on 19th December, 2023.
As on 31st March, 2024, none of the Warrants were converted into equity shares
and hence 3592000 Warrants are outstanding for conversion into Equity Shares as on 31st
March, 2024.
Further, out of 3592000 warrants,
- 658000 warrants were converted into equity shares and 658000 equity shares were
allotted on 5th June, 2024 pursuant to conversion of warrants into equity shares. Listing
approval for the listing of the said 658000 equity shares was received from BSE on 9th
July, 2024. Trading approval for the said 658000 equity shares was received from BSE on
24th July, 2024 and the said 658000 equity shares were listed on BSE SME on 25th July,
2024.
- 692000 warrants were converted into equity shares and 692000 equity shares were
allotted on 8th August, 2024 pursuant to conversion of warrants into equity shares.
Listing and trading approval for the listing of the said 692000 equity shares is not
received as the same is under process.
9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2024.
Further, the Board has adopted procedures for 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, error reporting mechanisms, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
All the transactions are properly authorized, recorded and reported to the Management.
The Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting financial statements. The Management of the Company
and internal auditor checks and verifies the internal control and monitors them in
accordance with.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
No significant and material orders were passed by any regulators and/or courts and
tribunals during the year under review which may have the impact on the going concern
status and company's operations in future.
11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
12. DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits)
Rules, 2014 as amended from time to time, during the year under review.
13. AUDITORS & AUDITORS' REPORT:
Statutory Auditors:
M/s. H A R & Co, Chartered Accountants (Firm Registration No.: 142923W) and having
valid Peer Review Certificate No. 017379 were appointed as Statutory Auditors of the
Company on 03/09/2024 to fill the casual vacancy caused by resignation of existing
Auditors M/s. V Dhamsania & Associates, Chartered Accountants (FRN: 132499W).
M/s. H A R & Co, Chartered Accountants (Firm Registration No.: 142923W) are
recommended for their appointment as the Statutory Auditors of the company from the
conclusion of the 31st Annual General Meeting till the conclusion of 32nd Annual General
Meeting of the company. As required under the provisions of Section 139 of the Companies
Act, 2013, company has obtained confirmation from M/s. H A R & Co., that their
appointment, if made, would be in conformity with the limits specified in the said
Section.
Board's comment on the Auditors' Report:
Audit report to the Shareholders does not contain any qualification, reservation or
adverse remarks. The observations of the Statutory Auditors, when read together with the
relevant notes to the accounts and accounting policies are self-explanatory and does not
call for any further comment.
Secretarial Auditor:
Pursuant to provisions of Section 204 of the Companies Act, 2013, Board of Directors
had appointed M/s. DG Patel & Associates, Practicing Company Secretaries (C.P. No.:
13774) as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial
Year 2023-24.
Secretarial Auditor's Report:
Secretarial Audit report to the Shareholders contains following qualification,
reservation or adverse remarks: There was delay of Six Days in filing Annual Report on BSE
pursuant to Regulation 34 (1) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. However, for the same company
had already paid fine imposed by BSE for late filing of Annual Report.
Directors' comments on above mentioned qualification point wise:
Delay of Six Days in filing Annual Report on BSE pursuant to Regulation 34 (1) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 occurred due to inadvertence and without any malafiled intention.
For the same, company had paid the requisite Fine amount to BSE on 21st November, 2023.
The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed
herewith as Annexure - 1 to this report.
Internal Auditor:
As per Section 138 of Companies Act 2013, every Listed Company is required to appoint
an Internal Auditor or a firm of Internal Auditor. Accordingly, M/s Siddhpura & Co.,
Chartered Accountants were appointed as Internal Auditors to conduct internal audit for
the financial year ended 31st March, 2024 as per agreed scope of works pursuant to the
provision of section 138 of Companies Act, 2013 read with Companies (Accounts) Rules,
2014.
GST Auditor:
The Board of directors had appointed M/s. P Bhayani Associates, Chartered Accountants
as GST Auditors of the Company for financial year 2023-24.
14. DETAILS OF FRAUD REPORTING BY AUDITOR:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory
Auditors have not reported any incident of fraud.
15. MAINTENANCE OF COST RECORDS & COST AUDIT:
Maintenance of cost records as specified by the Central Government under sub-section
(1) of section 148 of the Companies Act, 2013 is required by the Company and accordingly
such accounts and records are made and maintained. Requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable to the
company.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
16.1 Composition of Board of Directors:
The Board of Directors of Company is a balanced one with an optimum mix of Executive
and Non-Executive Directors The Board of the Company is headed by an Executive Chairman.
As on 31st March, 2024, the Board of Company consists of following Directors:
Sr. No. Name of Director & DIN |
Category |
Age in Years |
No. of Directorship in other companies |
No. of membership & Chairmanship of committees in other Public
Limited Company |
1. Mr. Jerambhai Lavjibhai Donda DIN: 00484152 |
Chairman and Managing Director (Promoter) |
61 |
NIL |
NIL |
2. Mr. Jay Jerambhai Donda DIN: 03496627 |
Whole time director and CFO (Promoter) |
31 |
NIL |
NIL |
3. Mrs. Dimple Jay Donda DIN: 09630193 |
Non-executive Director (Promoter Group) |
30 |
NIL |
NIL |
4. Mr. Brijeshkumar Maheshbhai Pathak DIN: 09730412 |
Independent Director |
33 |
NIL |
NIL |
5. Mr. Vivekbhai Tulsibhai Mavani DIN: 09099074 |
Independent Director |
33 |
1 |
NIL |
Notes:
(i) Chairmanship/Membership of Committee only includes Audit Committee and
Stakeholders' Relationships Committee in Indian Public Limited companies other than DEV
LABTECH VENTURE LIMITED. Members of the Board of the Company do not have membership of
more than ten Board-level Committees or Chairperson of more than five such Committees.
(ii) None of the directors are related to each other except Mr. Jerambhai Lavjibhai
Donda, Mr. Jay Jerambhai Donda and Mrs. Dimple Jay Donda are related to each other.
(iii) Details of Director(s) retiring or being re-appointed are given in notice to
Annual General Meeting.
(iv) Brief profiles of each of the above Directors are given in the annual report.
16.2 Key Managerial Personnel (KMP):
As on 31st March, 2024, Mr. Jerambhai Lavjibhai Donda, Chairman & Managing
Director; Mr. Jay Jerambhai Donda, Wholetime Director and CFO and Mr. Pratik Ashokbhai
Patel, Company Secretary of the Company are the Key Managerial Personnel as per the
provisions of the Companies Act, 2013.
Mr. Jerambhai Lavjibhai Donda was appointed as a Chairman & Managing Director
w.e.f. September 24, 2022 for a period of 5 years.
Mr. Jay Jerambhai Donda was appointed as a Whole-Time Director w.e.f. September 24,
2022 for a period of 5 years Further, he was appointed as CFO w.e.f. September 29, 2022.
Mr. Pratik Ashokbhai Patel was appointed as a Company Secretary & Compliance
Officer w.e.f. September 29, 2022. Mr. Pratik Ashokbhai Patel had resigned as a Company
Secretary & Compliance Officer w.e.f. May 30, 2024.
16.3 Directors retiring by rotation:
In terms of section 152 of the Companies Act, 2013, Mr. Jay Jerambhai Donda, Chief
Financial Officer and Whole- time Director (DIN: 03496627) retires by rotation and being
eligible offers himself for re-appointment. Based on the performance evaluation and
recommendation of the nomination and remuneration committee, the Board recommends his
reappointment.
Brief Profile of Directors seeking re-appointment at the Annual General Meeting is
provided at Annexure-A to this Notice as prescribed under regulation 36(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standards on General Meetings issued by the Institute of Company Secretaries of India.
16.4 Meetings of Board of Directors:
Details of the Board Meetings held during the Financial Year ended 31st March, 2024 are
as under. The intervening gap between the Meetings was within the period prescribed under
Companies Act, 2013.
Meeting No. |
Date of Board Meeting |
Total no. of Directors |
No. of Directors present |
1/2023-24 |
30/05/2023 |
5 |
5 |
2/2023-24 |
14/08/2023 |
5 |
5 |
3/2023-24 |
18/10/2023 |
5 |
5 |
4/2023-24 |
24/10/2023 |
5 |
5 |
5/2023-24 |
07/11/2023 |
5 |
5 |
6/2023-24 |
21/12/2023 |
5 |
5 |
7/2023-24 |
04/01/2024 |
5 |
5 |
8/2023-24 |
02/03/2024 |
5 |
5 |
The names of members of the Board and their attendance at the Board Meetings are as
under:
Name of the Directors |
Number of Meetings which Director was entitled to attend |
Number of Board Meetings attended during the F.Y. 2023-24 |
Mr. Jerambhai Lavjibhai Donda |
8 |
8 |
Mr. Jay Jerambhai Donda |
8 |
8 |
Mrs. Dimple Jay Donda |
8 |
8 |
Mr. Brijeshkumar Maheshbhai Pathak |
8 |
8 |
Mr. Vivekbhai Tulsibhai Mavani |
8 |
8 |
16.5 Board Committees and their Meetings:
1. Audit Committee:
The Audit Committee comprises of three members with two Independent Directors and one
Wholetime Director as on 31st March, 2024 and it was constituted on September 29, 2022.
The Composition of the Audit Committee as on March 31, 2024 and its attendance for
meetings held during the year is set out below:
Name of Member |
Category |
Status |
No. of meeting attended/ held |
Mr. Vivek Tulsibhai Mavani |
Non-Executive Independent Director |
Chairman |
6/6 |
Mr. Brijeshkumar Maheshbhai Pathak |
Non-Executive Independent Director |
Member |
6/6 |
Mr. Jay Jerambhai Donda |
Wholetime Director & CFO |
Member |
6/6 |
Meeting No. |
Date of Audit Committee Meeting |
Total no. of Member |
No. of Member present |
1/AC/2023-24 |
30/05/2023 |
3 |
3 |
2/AC/2023-24 |
14/08/2023 |
3 |
3 |
3/AC/2023-24 |
18/10/2023 |
3 |
3 |
4/AC/2023-24 |
24/10/2023 |
3 |
3 |
5/AC/2023-24 |
07/11/2023 |
3 |
3 |
6/AC/2023-24 |
02/03/2024 |
3 |
3 |
Chairman of Audit Committee attended last Annual General Meeting of the Company held on
9th September, 2023.
2. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of three members with two
Independent Directors and one Non-executive Director as on 31st March, 2024 and it was
constituted on September 29, 2022.
The Composition of the Committee as on March 31, 2024 and its attendance for meetings
held during the year is set out below:
Name of Member |
Category |
Status |
No. of meeting attended/ held |
Mr. Vivek Tulsibhai Mavani |
Non-Executive Independent Director |
Chairman |
1/1 |
Mr. Brijeshkumar Maheshbhai Pathak |
Non-Executive Independent Director |
Member |
1/1 |
Mrs. Dimple Jay Donda |
Non-Executive Director |
Member |
1/1 |
Meeting No. |
Date of Audit Committee Meeting |
Total no. of Member |
No. of Member present |
1/NRC/2023-24 |
14/08/2023 |
3 |
3 |
3. Stakeholder's Relationship Committee:
Company has constituted a Stakeholders Relationship Committee to redress complaints of
the shareholders The Stakeholder's Relationship Committee comprises of three members with
two Independent Directors and one Non-executive Director as on 31st March, 2024 and it was
constituted on September 29, 2022.
The Composition of the Committee as on March 31, 2024 and its attendance for meetings
held during the year is set out below:
Name of Member |
Category |
Status |
No. of meeting attended/ held |
Mr. Vivek Tulsibhai Mavani |
Non-Executive Independent Director |
Chairman |
1/1 |
Mr. Brijeshkumar Maheshbhai Pathak |
Non-Executive Independent Director |
Member |
1/1 |
Mr. Jerambhai Lavjibhai Donda |
Chairman & Managing Director |
Member |
1/1 |
Meeting No. |
Date of Audit Committee Meeting |
Total no. of Member |
No. of Member present |
1/SRC/2023-24 |
14/08/2023 |
3 |
3 |
4. CSR Committee:
The provision of Corporate Social Responsibility is not applicable to the company.
16.6 Details of Remuneration paid to Directors/KMPs:
Name of Director/KMP |
Designation |
Remuneration p.a. (Rs. Lakhs) |
Mr. Jerambhai Lavjibhai Donda |
Chairman & Managing Director |
6.71 |
Mr. Jay Jerambhai Donda |
Whole time Director & CFO |
9.60 |
Mr. Pratik Ashokbhai Patel |
Company Secretary & Compliance Officer |
3.96 |
16.7 Policy on appointment and remuneration to Directors, KMP &Senior Management
Personnel:
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. Company's policy on Directors' appointment and remuneration and other
matters provided in Section 178(3) of the Companies Act, 2013 is available on the website
of the company www.devlabtechventure.com/copy-of-shp-year-2022-23
16.8 Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Management
of the Company which is posted on the website of the Company www.devlabtechventure.com/copy-of-shp-year-2022-23
16.9 Insider Trading:
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has devised
the Code of Conduct to regulate, monitor and report trading in Company's securities by
persons having access to unpublished price sensitive information of the Company. The
Company Secretary is the Compliance Officer for the purpose of this code.
16.10 Familiarization Programme for Independent Director:
The Independent Directors are very enthusiastic to get involved in the activity of the
Company and on continuous basis they are in constant touch with the executive directors of
the Company and also they have taken part in the activity like to visit Company's plants,
where plant heads appraise them of the operational and sustainability aspects of the
plants to enable them to have full understanding on the activities of the Company and
initiatives taken on safety, quality, CSR, Sustainability etc. Further detailed programme
is available on the website of the company
www.devlabtechventure.com/familiarisation-programme
17. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit, Nomination and Remuneration and
Compliance Committees.
18. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors confirming
that they meet criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015. Pursuant to Ministry of Corporate Affairs
Notification, dated October 22, 2019 all the Independent Directors of the Company have
already registered themselves on IICA.
19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTU/S 186 OF THE COMPANIES ACT, 2013:
During the reporting period, your Company has not granted any loans, guarantees or made
investments or provided securities in violation of Section 186 of the Companies Act, 2013
and rules thereof.
20. WEB LINK OF ANNUAL RETURN:
The Company has placed a copy of the Annual Return in Form No. MGT-7 for F.Y. 2022-23,
on its website at www.devlabtechventure.com/annual-reports-returns The Company will
also place annual return in Form No. MGT-7 for F.Y. 2023-24 on completion of ensuing
annual general meeting of shareholders of the Company.
21. SHARE CAPITAL:
Authorized Share Capital:
The Authorised Share Capital was increased from Rs. 9,99,99,990/- to Rs. 15,00,00,000
divided into 15000000 Equity Shares of Rs. 10/- each vide resolution passed in the Extra
ordinary General Meeting held on 20/11/2023.
Paid up Share Capital:
At present, Paid up Share Capital of the company is Rs. 9,62,11,390/- (Rupees Nine
Crores Sixty Two Lakhs Eleven Thousands Three Hundred and Ninety Only) divided into
9621139 Equity Shares of ? 10/- (Rupees Ten Only) each.
Issue of share warrants convertible into Equity Shares on Preferential Basis:
Company had issued and allotted 3592000 Warrants at Rs. 62/- per warrant
(including a premium of Rs. 52 per Warrant) convertible into 3592000 Equity Share of Rs.
10/- each to Promoter, Promoter Group and certain identified Non-Promoter person on a
preferential basis. Warrants were allotted on 21st December, 2023.
Warrants are convertible into Equity Shares of Rs. 10/- each within a period of
Eighteen (18) months from the date of allotment of Warrants.
The company had received in-principle approval from BSE on 19th December, 2023.
As on 31st March, 2024, none of the Warrants were converted into equity shares
and hence 3592000 Warrants are outstanding for conversion into Equity Shares as on 31st
March, 2024.
Further, out of 3592000 warrants,
- 658000 warrants were converted into equity shares and 658000 equity shares were
allotted on 5th June, 2024 pursuant to conversion of warrants into equity shares. Listing
approval for the listing of the said 658000 equity shares was received from BSE on 9th
July, 2024. Trading approval for the said 658000 equity shares was received from BSE on
24th July, 2024 and the said 658000 equity shares were listed on BSE SME on 25th July,
2024.
- 692000 warrants were converted into equity shares and 692000 equity shares were
allotted on 8th August, 2024 pursuant to conversion of warrants into equity shares.
Listing and trading approval for the listing of the said 692000 equity shares is not
received as the same is under process.
Buy Back of Securities:
The Company has not bought back any of its securities during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
No Bonus Shares were issued during the year under review.
Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties under Section 188 of the
Companies Act, 2013 during the year under review and hence disclosure in Form AOC-2 is not
required to be given for the same.
Further, the disclosure of transactions with related party for the year, as per
Accounting Standard-18 Related Party Disclosures is given in Note no. 33 to the Balance
Sheet as on 31st March, 2024
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its related
parties, in compliance with the applicable provisions of the Companies Act 2013, the rules
made thereunder and the SEBI (Listing Obligation and Disclosure Requirement) Regulation,
2015. This policy was considered and approved by the Board and has been uploaded on the
website of the Company at www.devlabtechventure.com/copy-of-shp-year-2022-23
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
A. Conservation of Energy & Technology Absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have been
furnished considering the nature of activities undertaken by the company during the year
under review is annexed hereto as Annexure - 2 and forms part of this report.
B. Foreign Exchange earnings and Outgo:
Foreign Earnings: Rs. 342.28 Lakhs (FOB value of Exports)
Foreign Outgo: Rs. NIL
24. PARTICULARS OF EMPLOYEES:
During the year under review, none of the employees of the Company were in receipt of
remuneration exceeding Rs. 1,02,00,000/- p.a., if employed throughout the year or Rs.
8,50,000/- p.m. if employed for part of the year. Further, statement containing
particulars of employees under Section 197(12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is as under:-
1. The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2023-24 and the percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary in the financial year 2023-24:
Name of Director |
Remuneration (Rs. in Lakhs) |
Ratio of Remuneration of director to median remuneration of employee |
% Increase/ Decrease |
Mr. Jerambhai Lavjibhai Donda Chairman & Managing Director |
6.71 |
2.25:1 |
123.67 |
Mr. Jay Jerambhai Donda Wholetime Director & CFO |
9.60 |
3.22:1 |
60.00 |
Pratik Ashokbhai Patel Company Secretary & Compliance Officer |
3.96 |
- |
100.00* |
Total |
20.27 |
- |
- |
* No change in remuneration of Mr. Pratik Ashokbhai Patel in terms of remuneration per
month. 100% increase is shown because during last year he was appointed for half year
w.e.f. 29th September, 2022 and for current F.Y. 2023-24 remuneration paid for full year.
Therefore, 100% increase is shown above.
Note: Independent Directors and other Non-executive directors are entitled to
sitting fees.
2. Median remuneration of employee during the year of the company is Rs. 2.98 Lakhs
3. The percentage increase in the median remuneration of employees during the financial
year: 15.48%
4. There were 53 employees are on the rolls of the company as on 31st March, 2024.
5. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
a. Average increase in remuneration of employees excluding KMPs: 20.56%.
b. Average increase in remuneration of KMPs: 0.00%
c. KMP salary are decided based on the Company's performance, individual performance,
inflation.
6. Affirmation that the remuneration is as per the Remuneration Policy of the Company:
The Company affirms remuneration is as per the Remuneration Policy of the Company.
25. RISK MANAGEMENT POLICY:
At Par Drugs and Chemicals Limited, risks are measured, estimated and controlled with
the objective to mitigate adverse impact. Your company's fundamental approach to risk
management includes to ensure sustainable business growth with stability and to promote a
pro-active approach in reporting, evaluating and resolving risks associated with the
business. The Company has adopted a risk management policy which inter alia, sets out our
approach towards risk assessment, risk management and risk monitoring, which is
periodically reviewed by the Board. The said policy is available at
www.devlabtechventure.com/copy-of-shp-year-2022-23
26. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Corporate Social Responsibility was not applicable to the company
for the financial year 2023-24.
27. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.devlabtechventure.com/copy-of-shp-year-2022-23
28. HUMAN RESOURCES:
During the period under review, the personal and industrial relations with the
employees remained cordial in all respects. The management has always carried out
systematic appraisal of performance and imparted training at periodic intervals.
29. CORPORATE GOVERNANCE:
Since our Company listed on SME platform of BSE, the provisions relating to Corporate
Governance is not applicable to the company.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Management Discussion and Analysis Report is enclosed as a part of this report.
31. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal
Complaint Committee is set up to redress complaints received regularly. There were no
complaints received and reported under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
32. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors of the
Company confirms 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 the 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;
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 and
f) The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
33. COMPLIANCE WITH SECRETARIAL STANDARDS:
The company has complied with the applicable mandatory Secretarial Standards issued
time to time by the Institute of Company Secretaries of India.
34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:
Not applicable as no application made or any proceeding pending under the Insolvency
and Bankruptcy Code, 2016.
35. THE 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:
Not applicable to the company.
36. ACKNOWLEDGMENT:
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received from the banks, Government authorities, customers, vendors and
members during the year under review. Your Directors also wish to place on record their
deep sense of appreciation for the committed services by the Company's executives, staff
and workers.
Date: 3rd September, 2024 |
For & On Behalf of Board of Directors |
Place: Surat |
DEV LABTECH VENTURE LIMITED |
|
|
(Jerambhai L. Donda) |
(Jay J. Donda) |
|
Chairman & Managing Director |
Wholetime Director & CFO |
|
(DIN: 00484152) |
(DIN: 03496627) |