To

The Members,

DUTRON POLYMERS LIMITED

Your directors are delighted to present the report on your company's business and operations for the year ended on 31st March, 2024.

OPERATING RESULTS AND BUSINESS

The performance of the Company during the year 2023-24 is summarized below:

FINANCIAL PERFORMANCE

The Company has witnessed 10% fall in its turnover, due to reduction in material prices. There is no reduction in the volume of the business. But the price of the finished goods have come down, which has led to the fall in the turnover for the company. This has led to marginal fall in the Net Profit of the Company. Your directors expect better performance in the next year.

DIVIDEND

Your directors recommend a dividend @ 15% on 60,00,000 equity shares of 10 each for the year ended 31st March, 2024. It will be subject to the approval of members at the Annual General Meeting of the Company. Members are requested to go through Point No 8 of the Notice.

INSURANCE

All the assets of the Company, including inventories, building, plant & machinery, are adequately insured.

DIRECTORATE

Under the provisions of the Companies Act, 2013, Shri Sudip B Patel (DIN: 00226676), and Shri Mitesh C Shah (DIN: 06641167); Directors of the company retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment. The Board recommends their reappointments as directors of the Company, subject to retire by rotation.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

FORMAL EVALUATION STATEMENT

Formal evaluation statement u/s 134(3) (p) of the Companies Act, 2013 is attached herewith to the report. The evaluation includes evaluation of board as a whole, individual director and of every committee of the board. The evaluation framework for assessing the performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the following parameters: a. Directors bring an independent judgment on the Board's discussions utilizing his knowledge and experience, especially on issues related to strategy, operational performance and risk management. b. Directors contribute new ideas/insights on business issues raised by Management. c. Directors anticipate and facilitate deliberations on new issues that Management and the Board should consider. d. The Board / Committee meetings are conducted in a manner which facilitates open discussions and robust debate on all critical items of the agenda. e. The Board receives adequate and timely information to enable discussions/decision making during Board meetings. f. The Board addresses the interests of all stakeholders of the Company. g. The Committee is delivering on the defined objectives. h. The Committee has the right composition to deliver its objectives.

AUDITORS

M/s Krutesh Patel & Associates (FRN: 100865W), Chartered Accountants, Ahmedabad has been appointed to hold office till conclusion of 46th Annual General Meeting of the Company subject to such remuneration as decided by the Board in the 41st Annual General Meeting of the Company. The requirement to ratify their appointment at every AGM has been removed by the Companies (Amendment) Acts, 2017.

AUDITORS' REPORT

The observations made in the Auditors Report are self-explanatory and therefore, need not require any further comments by the Board of Directors.

SECRETARIAL AUDIT REPORT

In under Section 204 of the Companies Act, 2013, the Board has appointed Ms Jolly Krutesh Patel, Practicing Company Secretary to conduct the Secretarial Audit for the year 2023-24. The Board attaches herewith the secretarial audit report issued by practising company secretary in Annexure - B to this report. There are no remarks or comments in the said report which requires clarifications by the Board.

DIRECTOR'S RESPONSIBILITY STATEMENT

Under the requirement under section 134(3) (c) of the Companies Act, 2013, concerning Directors' Responsibility Statement, it is at this moment confirmed 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 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 by the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; 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 were adequate and operating effectively.

COST RECORDS

The Company is required to maintain cost records as specified by the Central Government u/s 148(1) of Companies Act, 2013 and such accounts are made and maintained by the company. The Company has also got the cost records audited by the Qualified Cost Accountants.

PARTICULARS OF EMPLOYEES

During the year, there were no employees, within the organization, who received remuneration exceeding 60, 00,000 p.a. or if employed for part of the year drawing remuneration over 5, 00,000 p.m. as prescribed.

RISK MANAGEMENT POLICY

Your Company has an elaborate Group Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management Committee of the Company has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise-wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as Strategic and Commercial, Safety and Operations, Compliance and Control and Financial risks have been identified and assessed, and there is an adequate risk management infrastructure in place, capable of addressing those risks.

More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

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 its ordinary course of business and on an arms' length basis.

During the year, the Company had not entered into any contract /arrangement/transaction with related parties which could be considered material by the policy of the Company on materiality of related party transactions.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website by clicking here or visit https://www.dutronindia.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.

There were no materially significant related party transactions which could have potential conflict with the interest of the Company at large.

Members may refer to Note No. 33 to standalone financial statement which sets out related party disclosures under Ind AS.

CORPORATE GOVERNANCE

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A Certificate from the Auditors regarding the compliance of the conditions of the Corporate Governance is given in Annexure, which is attached hereto and forms part of Directors' Report.

NUMBER OF BOARD MEETINGS

During the year, the company had conducted a total of 10 Board Meetings. Notice for them was given properly, and a due quorum was present at the above meetings. The dates of the meetings are 3rd April, 2023; 9th May, 2023; 22nd May, 2023; 30th June, 2023; 9th August, 2023; 4th October, 2023; 19th October, 2023; 6th November, 2023; 12th January, 2024; and 13th February, 2024.

NOMINATION AND REMUNERATION COMMITTEE

The Board has formed the nomination and remuneration committee as required under section 178(1) of the Companies Act, 2013. The company has disclosed policies as required under 178(3) of the Companies Act in its Corporate Governance Statement, forming part of Directors' Report. You can access the policy on Nomination and remuneration by clicking here or visit https://www.dutronindia.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf.

AUDIT COMMITTEE

The Board has constituted Audit Committee as required under section 177(1) of the Companies Act, 2013. The Composition of the same has been disclosed in Corporate Governance Report forming part of Directors' Report. During the year, the Board has agreed to all recommendations of the audit committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is a responsible corporate citizen of our country and is concerned about its social responsibility. It is not mandated u/s 135 of the Companies Act, 2013 to contribute its profit towards CSR. However, the Company will contribute voluntarily when it has substantial profit and finds a good cause to help.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitised and embedded in the business processes. An assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

VIGIL MECHANISM

The Company has established a robust Vigil Mechanism and a Whistle-blower policy by provisions of the Act and Listing Regulations. The Vigil Mechanism is supervised by an ‘Ethics & Compliance Task Force' comprising a member of the Board as the Chairperson and senior executives as members.

Protected disclosures can be made by a whistle-blower through an e-mail, or dedicated telephone line or a letter to the Task Force or the Chairman of the Audit Committee. The Vigil Mechanism and whistle-blower policy is put on the Company's website and can be accessed by clicking here or https://www.dutronindia.com/wp-content/uploads/Vigil-Mechamism-or-Whistle-Blower-Policy.pdf.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: Details relating to deposits covered under Chapter V of the Act. Issue of equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Plan referred to in this Report. The Company does not have any scheme of provision of money for the purchase of its shares by employees or by trustees for the benefit of employees. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. The Auditors have reported no fraud to the Audit Committee or the Board.

INTERNAL COMPLAINT COMMITTEE

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]. The company has received no complaint during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the above has been given to the Annexure - A to the Directors' Report.

ACKNOWLEDGEMENTS

Your Directors express sincere thanks to Company's customers for their trust. The Directors appreciate faith of all the employees for their commitment for the Company's growth. Finally, the Directors express their gratitude to the shareholders constant support.