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You can view full text of the latest Director's Report for the company.

BSE: 540811ISIN: INE158R01012INDUSTRY: Realty

BSE   ` 16.55   Open: 15.40   Today's Range 15.40
16.55
+0.05 (+ 0.30 %) Prev Close: 16.50 52 Week Range 12.99
28.10
Year End :2024-03 

Your Directors have pleasure in presenting 13th Annual Report of the Company together with the Audited
Statements of Accounts for the financial year ended 31st March, 2024.

1. FINANCIAL SUMMARY

The Company's financial performance, for the year ended March 31st, 2024 is summarized below:

The Board's Report is prepared based on the Standalone Financial Statements of the company.

Amount in Lakhs.

Particulars

31st March 2024

31st March 2023

Income from Operations

0

4.00

Other Income

0

-

TOTAL INCOME

0

4.00

Profit and (Loss) before Depreciation and Tax

(29.49)

(6.43)

Less: Depreciation

0

2.37

PROFIT BEFORE TAX

(27.61)

(8.81)

Less: Provision for Tax

- Current Tax

-

- Deferred Tax

(0.21)

(.34)

- Excess provision of earlier year written back

- Adjustment of MAT

PROFIT AND (LOSS) AFTER TAX

(27.40)

(8.47)

Transferred to General Reserve

Surplus in the Statement of P & L Account

(8.47)

2. RESULT HIGHLIGHTS

The company continues to be engaged in the business of trading of real estate properties and building materials
in Mumbai and there has not been substantial change in the nature of business of your Company.

Revenue from operations during the year by Rs. 0.

The bottom line has shown a loss for the year (before tax) of Rs. (27.61) Lakhs as compared to last year Loss of
Rs. 8.81 Lakhs Further, there are no significant and material events impacting the going concern status and
Company's operations in future.

3. DIVIDEND

Your Directors are constrained not to recommend any dividend for the year under report.

4. TRANSFER TO RESERVE

For the financial year ended 31st March, 2024, your Company has not proposed to carry or transfer any amount
to any other specific reserve account.

5. CHANGE IN SHARE CAPITAL

The Company has not raised new capital, hence there is no change in the share capital of the company during
the year.

6. MAJOR EVENTS DURING THE F.Y.2023-24

During the year 1 major event happened details of which are given below: -

During the year under review , Open offer by Mr. Samarth Prabhudas Ramanuj ("Acquirer 1") and Mr. Raja
Lachhmandas Utwani ("Acquirer 2") (Acquirer 1 and Acquirer 2 are collectively referred as to "Acquirers")
alongwith persons acting in concert with the Acquirers viz. Ms. Shruti Ramanuj ("PAC 1"), Mr. Lachhman
Ghanshamdas Utwani ("PAC 2"), Ms. Meena Lachhmandas Utwani ("PAC 3"), Ms. Veena Lachhmandas
Utwani ("PAC 4") and Haxco Invest Private Limited ("PAC 5") (PAC 1, PAC 2, PAC 3, PAC 4 and PAC 5 are
collectively referred as to "PACs"), to the public shareholders of Diggi Multitrade Limited ("Target Company")
for acquisition of 25,20,000 equity shares of face value of Rs. 10/ - each at a price of Rs. 19/- per fully paid-up
equity share pursuant to Regulations 3(1), 4 and other applicable provisions of Securities and Exchange Board
of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amendment ("SEBI (SAST)
Regulations, 2011") ("Offer" / "Open Offer").

7. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in
form no. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is appended as
ANNEXURE- I to this Report.

8. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business during the year under review.

9. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Holding, Subsidiary, Joint Venture or Associate during the year under review.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present
comprises of:

Sr. No.

Name

Designation

1.

Mr. Anilkumar Pannalal Patni

Managing Director
(Resigned w.e.f 04th July, 2024)

2.

Mr. Pradeepkumartana Jankiramulu Naidu

Executive Director

(Resigned w.e.f 20th December, 2023)

3.

Mrs. Sangeeta Hariprasad Naidu

Executive Director cum CFO(KMP)
(Resigned w.e.f 20th December, 2023)

4.

Mr. Parameswarannair Suresh Kumar

Independent Director
(Resigned w.e.f 12th July, 2024)

5.

Mr. Selvendran Seevanayagam

Independent Director
(Resigned w.e.f 12th July, 2024)

6.

Mr. Saket Rajendra Sugandh*

Company Secretary and Compliance Ofiicer
(Resigned w.e.f. 11th June, 2023)

7.

Ms. Vinita Ojha**

Company Secretary and Compliance Officer

(Appointed w.e.f. 15th June, 2023)

8.

Mr. Samarth Prabhudas Ramanuj

Executive Director Cum CFO
(Appointed w.e.f 20th December, 2023)

9.

Ms. Shruti Ramanuj

Executive Director

(Appointed w.e.f 20th December, 2023)

10.

Mr. Manish Keshavlal Solanki

Independent Director
(Appointed w.e.f 15th February, 2024)

11.

Mr. Utkarshkumar Sanjaykumar Dave

Independent Director
(Appointed w.e.f 15th February, 2024)

? Mr. Saket Rajendra Sugandh, Company Secretary who has resigned from the post of Company Secretary cum
Compliance Officer of the Company with effect from 11th June, 2023.

? Ms. Vinita Ojha, Company Secretary appointed as a Company Secretary and Compliance Officer of the
Company with effect from 15 th June, 2023.

? Mr. Pradeepkumartana Jankiramulu Naidu who has resigned from the post Executive Director of the
company with effect from 20th December, 2023.

? Mrs. Sangeeta Hariprasad Naidu who has resigned from the post of Executive Director cum CFO of the
company with effect from 20th December, 2023

? Ms. Shruti Ramanuj who has appointed from the post of Executive Director and cum CFO of the with effect
from 20th December, 2023.

? Mr. Samarth Prabhudas Ramanuj who has appointed from the post of Executive Director of the company with
effect from 20th December, 2023

? Mr. Manish Keshavlal Solanki who has appointed from the post of independent director of the company with
effect from 15th February, 2024

? Mr. Utkarshkumar Sanjaykumar Dave who has appointed from the post of independent director of the
company with effect from 15th February, 2024

? Mr. Selvendran Seevanayagam who has resigned from the post of independent director of the company with
effect from 12th July, 2024

? Mr. Parameswarannair Suresh Kumar who has resigned from the post of Independent director of the
company with effect from 12th July, 2024

11. NUMBER OF BOARD MEETINGS

During the year under review, 5 (Five) board meetings were held dated, 30th May 2023, 05th September 2023, 10th
November, 2023, 20th December, 15th February, 2024 properly convened & held.

12. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its
own performance, the directors individually, as well as the evaluation of the working of its Committees. The
Company has devised a questionnaire to evaluate the performances of each of 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:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board Deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

13. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders' Relationship Committee

III. Nomination and Remuneration Committee

I. AUDIT COMMITTEE:

The term of reference of this committee cover the matter specified for Audit Committee under Reg. 18 of the
SEBI (LODR) Regulations, 2015 and provisions of Section 177 of the Companies Act, 2013. The current Audit
Committee of the Company comprises three Directors, who possess knowledge of the corporate finance &
accounts.

The Constitution of the Audit Committee during the FY 2023-24 is as follows:

Sr.

No

Name of the Director

Designation

Nature of Directorship

1.

Mr. Parameswarannair Suresh Kumar

Chairman

Independent Director
(Resigned w.e.f 12th July, 2024)

2.

Mr. Selvendran Seevanyagam

Member

Independent Director
(Resigned w.e.f 12th July, 2024)

3.

Mr. Pradeepkumartana Jankiramulu Naidu

Member

Executive Director
(Resigned w.e.f 20th December,
2023)

The Reconstitution of the audit committee during the financial year 2023-24 is as follow:

Sr.

No

Name of the Director

Designation

Nature of Directorship

Date of
Appointment

1.

Mr. Manish Keshavlal Solanki

Chairman

Independent Director

12th July 2023

2.

Mr. Utkarshkumar Sanjaykumar
Dave

Member

Independent Director

12th July 2023

3.

Ms. Shruti Ramanuj

Member

Executive Director

20th December, 2023)

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit

Committee.

Note:

Ms. Vinita Ojha, Company Secretary appointed as a Company Secretary and Compliance Officer of the

Company with effect from 15 th June, 2023.

During the year under reference, 4 (Four) Audit Committee meetings were dated, 30/05/2023, 10/11/2023,

20/12/2023 & 15/02/2024 properly convened & held.

1. Oversight of our Company's financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, re-appointment and replacement, remuneration and terms of
appointment of auditors of our Company;

3. Reviewing and monitoring the auditor's independence and performance and the effectiveness of audit
process;

4. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

5. Reviewing the financial statements with respect to its unlisted Subsidiary (ies), in particular investments
made by such Subsidiary(ies);

6. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be stated in the Director's Responsibility Statement to be included in the Board's report in terms
of clause(c)of sub-section 3 of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions; and

g. Qualifications and Modified opinions in the draft audit report.

7. Reviewing with the management, the half yearly financial statements before submission to the board for
approval;

8. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;

9. Review and monitor the auditor 's independence and performance, and effectiveness of audit process;

10. Approval or any subsequent modification of transactions of the company with related parties;

11. Scrutiny of inter-corporate loans and investments;

12. Valuation of undertakings or assets of the company, wherever it is necessary;

13. Evaluation of internal financial controls and risk management systems;

14. Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the
internal control systems;

15. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

16. Discussion with internal auditors any significant findings and follow up thereon;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience & background,
etc. of the candidate; and

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The powers of Audit Committee:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise if it considers necessary. The audit committee
shall mandatorily review the following information:

i. Management discussion and analysis of financial condition and results of operations;

ii. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii. Management letters/letters of internal control weaknesses issued by the statutory auditors;

iv. Internal audit reports relating to internal control weaknesses; and

v. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.

The quorum of Audit Committee shall be either 3 members or one third of the members of the Audit Committee
whichever is greater with at least 2 Independent Directors.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Committee deals with various matters relating to the transmission of shares, issue of duplicate share
certificates, approving the split and consolidation requests and other matters including Shareholder's
Complaints and Grievance.

The Constitution of Stakeholders Relationship Committee during the FY 2023-24 is as follows:

Sr.

No

Name of the Director

Designation

Nature of Directorship

1.

Mr. Parameswarannair Suresh Kumar

Chairman

Independent Director
(Resigned w.e.f 12th July,
2024)

2.

Mr. Selvendran Seevanyagam

Member

Independent Director
(Resigned w.e.f 12th July,
2024)

3.

Mr. Pradeepkumartana Jankiramulu Naidu

Member

Executive Director
(Resigned w.e.f 20th
December, 2023)

The Re-Constitution of Stakeholders Relationship Committee during the FY 2023-24 is as follows:

Sr.

No

Name of the Director

Designation

Nature of Directorship

Date of
Appointment

1.

Mr. Manish Keshavlal Solanki

Chairman

Independent Director

12th July 2023

2.

Mr. Utkarshkumar Sanjaykumar
Dave

Member

Independent Director

12th July 2023

3.

Ms. Shruti Ramanuj

Member

Executive Director

20th December, 2023)

During the year, only 1 Stakeholder's Relationship Committee meeting were held dated, 15/02/2024 properly
convened & held.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder's Relationship Committee include the following:

1. Considering and resolving grievances of shareholder's, debenture holders and other security holders;

2. Redressal of grievances of the security holders of our Company, including complaints in respect of transfer
of shares, non-receipt of declared dividends, balance sheets of our Company etc.;

3. Allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures or any other
securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.

5. Overseeing requests for dematerialization and Rematerialization of Equity Shares; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from
time to time.

III. NOMINATION AND REMUNERATION COMMITTEE:

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our
Director; sitting fee payable to our Non-Executive Directors; remuneration policy covering policies on
remuneration payable to our senior executives.

The Constitution of Nomination and Remuneration Committee during the FY 2023-24 is as follows;

Sr.

No

Name of the Director

Designation

Nature of Directorship

1.

Mr. Parameswarannair Suresh Kumar

Chairman

Independent Director
(Resigned w.e.f 12th July,
2024)

2.

Mr. Selvendran Seevanyagam

Member

Independent Director
(Resigned w.e.f 12th July,
2024)

3.

Mr. Pradeepkumartana Jankiramulu Naidu

Member

Executive Director
(Resigned w.e.f 20th
December, 2023)

The Re- Constitution of Nomination and Remuneration Committee during the FY 2023-24 is as follows;

Sr.

No

Name of the Director

Designation

Nature of Directorship

Date of Appointment

1.

Mr. Manish Keshavlal Solanki

Chairman

Independent Director

12th July 2023

2.

Mr. Utkarshkumar Sanjaykumar
Dave

Member

Independent Director

12th July 2023

3.

Ms. Shruti Ramanuj

Member

Executive Director

20th December, 2023)

During the year, single Nomination and Remuneration Committee meetings was held dated 15th June, 2023/20th

December, 2023/15th February, 2024

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to our Board a policy, relating to the remuneration of the directors, key managerial
personnel and other employees;

2. Formulation of criteria for evaluation of Independent Directors and our Board;

3. Devising a policy on Board diversity;

4. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment and
removal;

5. Considering and recommending grant if employees stock option, if any, and administration and
superintendence of the same; and

6. Carrying out any other function contained in the Equity Listing Agreement as and when amended from
time to time.

14. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of the
Company.

Every new independent director of the Board attended an orientation program. To familiarize the new
inductees with the strategy, operations and functions of our Company, the executive directors/senior
managerial personnel make presentations to the inductees about the Company's strategy, operations, product
and service offerings, markets, software delivery, organization structure, finance, human resources, technology,
quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

• a program on how to review, verify and study the financial reports;

• a program on Corporate Governance;

• provisions under the Companies Act,2013; and

• SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of
appointment outlining his/her role, functions, duties and responsibilities as a director.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of your Company have submitted the declaration of Independence as required
under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under
Section 149(6) of the Companies Act, 2013.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3)
of section 178, is appended as
Annexure II to this Report.

17. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placed before them,
the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and
estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2023 and of the loss of the Company for the said period;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are
adequate and were operating effectively; and

vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

No material changes and commitments affecting the financial position of the Company occurred during the
financial year 2023-24 to which these financial statements relate and the date of this report.

19. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act,
2013.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the
separate section and forms an integral part of the Directors' Report.

21. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the Section
186 of the Companies Act, 2013 have been provided in the notes to the financial statements.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related
parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had
not entered into any contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with
the related parties is set out in Notes to Accounts forming part of the financial statement.

23. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and
technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues
relating to technology absorption are not quite relevant to its functioning. During the year under consideration
the Company has spent/incurred foreign exchange equivalent to Rs. Nil. There are no foreign exchange
earnings during the year.

24. RISKS MANAGEMENT AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis,
risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify,
evaluate, manage and monitoring of both business and non- business risk. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering
improved products through technology innovation and productivity. The Company continues to invest in these
areas.

The Company has the risk management and internal control framework in place commensurate with the size of
the Company. However, Company is trying to strengthen the same. The details of the risks faced by the
Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report
that forms part of the Annual Report.

25. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed or implemented any CSR initiatives. The provisions contained in section 135
of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 are
not applicable to your Company for the year under reference.

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES

The Company does not have any subsidiary Joint Venture, Associate Company or LLPs during the year under
review.

28. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT
2013

The Company has not accepted any public deposits and as such, no amount on account of principal or interest
on public deposits was outstanding as on the date of the balance sheet.

29. DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE
REQUIREMENTS UNDER CHAPTER V OF THE COMPANIES ACT2013

During the year under review your Company has not accepted Deposits which are not in compliance with the
requirements under Chapter V of Companies Act, 2013.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations.

31. INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an internal financial control system commensurate with the size, scale and complexity of its
operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. The Audit Committee has a process for timely check for compliance with the
operating systems, accounting procedures and policies. Major risks identified by the businesses and functions
are systematically addressed through mitigating action on continuing basis.

32. AUDITORS & REPORT OF THE AUDITORS

The Statutory Auditors, M/s. S K Jha & Co, Chartered Accountants (FRN: 126173W), Ahmedabad, was
appointed as the Statutory Auditor of the Company for a term of four consecutive years from the conclusion of
11th Annual General Meeting till the conclusion of the 14th Annual General Meeting (AGM) of the Company to
be held in the year 2024, to examine and audit the Books of Accounts of the Company on such remuneration
plus reimbursement of out-of-pocket expense, as may be mutually agreed between the Board of
Directors/Audit Committee of the Company and the Statutory Auditors."

The Statutory Auditors contains two observation remark as follow.

During the audit it was observed that the company has not deducted TDS of Rs. 1,82,000 u/s 194J on
payments made to Sakshi Tarak Dani towards the professional fees of Rs. 18,20,000.

• We further draw your reference to the para Vii of Annexure 1 of the audit report wherein it is disclosed
that the company has not paid total TDS of Rs. 61750 to the credit of Central Government outstanding
for more than six months.

33. SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. Abhilasha Chaudhary & Associates, Practicing
Company Secretary, Mumbai
, to conduct the Secretarial Audit and her report Secretarial Audit Report is
appended to this Report as
ANNEXURE III.

The Secretarial Audit Report contains one observation remarks as follow.

The company has filed the financial result for the quarter ended 31st March, 2023 has delay for one day
imposed Penalty 5900/- (Five Thousand Nine Hundred Only) including GST on the Company. The
Company has informed to us, that the SOP fine of Rs.5900/- (Five Thousand Nine Hundred Only)
including GST paid by the Company dated 25th July, 2023 and there were no other fine/penalties was
levied during the year.

34. COST AUDITORS

The Board of Directors of the Company here confirmed that according to the Companies working and business
the company does not required to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

35. INTERNAL AUDITORS

The company has appointed to M/s. J.A.K & Co., Chartered Accountants (FRN- 154272W) as an internal auditor
of the company dated 14th November, 2022 for the financial year 2023.

36. POLICY/VIGIL MECHANISM/CODE OF CONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act,
2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns
actual or suspected fraud or violation of the Company's Code of Conduct. The said mechanism also provides
for adequate safeguards against victimisation of the persons who use such mechanism and makes provision for
direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no
employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is
available on the website of the Company at
www.diggimultitrade.co.in.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the company. The Company believes in "Zero
Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid
down the directives to counter such acts. The Code has been posted on the Company's website
www.diggimultitrade.co.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance
through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard.

37. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT 2013

Your Company is committed to creating and maintaining an atmosphere in which employees can work
together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company has in
place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up
to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual,
temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received

Nil

No. of Complaints disposed off

Nil

38. CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to
the directions and guideline, as required and if applicable on the companies' size and type (as per the
Regulations and rules the Corporate Governance is not applicable on SME Listed Companies).

39. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 20/03/2023 for the F. Y. 2022-23.

The object of Independent Meeting was to review the performance of Non- Independent Director and the Board
as a whole including the Chairperson of the Company. The Company assures to hold the Separate Meeting of
Independent Director of the Company as earliest possible.

40. POSTAL BALLOT:

One Postal ballot was conducted by the company during the year 2023-24.

41. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading
in securities by the directors and designated employees of the company. The Code requires pre-clearance for
dealing in the company's shares and prohibits the purchase or sale of company shares by the directors and the
designated employees while in possession of unpublished price sensitive information in relation to the
company and during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

42. LISTING FEES:

The Equity Shares of the Company is listed on BSE (SME Platform) Limited and the Company has paid the
applicable listing fees to the Stock Exchange till date.

43. SECRETARIAL STANDARDS

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India,
which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of
the Company in the Secretarial Audit Report.

44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the
company under the Insolvency Bankruptcy Code, 2016.

45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has no one-time settlement of Loans taken from Banks and financial
institutions.

46. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments,
Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related
organizations, who through their continued support and co-operation have helped, as partners in your
Company's progress. Your Directors, also acknowledge the hard work, dedication and commitment of the
employees.

For and on behalf of the Board
Diggi Multitrade Limited

SD/- SD/-

Samarth Prabhudas Ramanuj Shruti Ramanuj

Managing Director Director & CFO

DIN: 06660127 DIN: 9093690

Date: 04/09/2024
Place: Mumbai