Quality RO Industries Ltd Directors Report

To, The Members,

QUALITY RO INDUSTRIES LIMITED

Your directors have pleasure in submitting their 3^rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

Consolidated & Standalone Financials:

(Amount In Lakhs.)

	Standalone Financials		Consolidated Financials
PARTICULARS	2023-24	2022-23	2023-24	2022-23
Income from operations	1,177.60	552.05	1,322.18	552.05
Other Income	22.62	6.52	14.00	6.52
Total revenue	1,200.22	558.57	1,336.18	558.57
Total Expenses	1,004.82	563.14	1132.41	563.14
Profit before tax	195.40	(4.58)	203.76	(4.58)
Current Tax	48.40	(1.62)	48.40	-
Deferred Tax Charge	(0.33)	(1.11)	(0.33)	(1.11)
MAT Credit	-	-	-	(1.62)
Profit from Continuing Operations after Tax (PAT)	147.34	(1.84)	155.70	(1.84)

2. BUSINESS OPERATION:

During the year under the review, the Company has informed net profit Rs. 147.34 lakhs. Your directors are expecting robust growth in near future.

The Gross income from operations of your Company is Rs. 195.40 Lakhs. The net profit after tax for the year under review is Rs. 147.34 Lakhs.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the year under review due to retain the profit for business Growth. Further Board of Directors will also ensure you for more better performance and good result in the near future of the Company.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no other change in its nature of business of Company during the year under review.

5. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its profits into Reserves & Surplus Account during the year under review.

6. ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7 has been uploaded on the website of Company and web link of the same https://www.qualityro.in/

7. NUMBER OF BOARD MEETINGS/ COMMITTEE/ SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:

During the year ended March 31, 2024, the Board met 6 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below;

I. AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act,2013.

Composition of the Committee:

1. Mr. Pankil Anilbhai Gandhi, Non-Executive, Independent Director (Chairman); 2. Mr. Shirish Amrutlal Kotadia, Non-Executive, Independent Director (Member); 3. Mr. Vivek Dholiya, Managing Director (Member) 4. Ms. Varsha Khaitan (Secretary of the Committee)

Meeting of Audit Committee and Relevant Quorum:

The audit committee shall meet at least four times in a year and not more than one hundredand twenty days shall elapse between two meetings. The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

The Chairman of the committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the year under review, the Company held 4 (Four) Audit Committee meetings.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of section178 of the Companies Act, 2013.

Composition of the Committee:

1. Mr. Shirish Amrutlal Kotadia, Non-Executive, Independent Director (Chairman); 2. Mr. Ankit Jagdishbhai Kansara, Non-Executive, Independent Director (Member); 3. Mr. Pankil Anilbhai Gandhi, Non-Executive Director (Member) 4. Ms. Varsha Khaitan (Secretary of the Committee)

Meeting of Nomination and Remuneration Committee and Relevant Quorum:

The quorum necessary for a meeting of the Nomination and Remuneration Committee shall be two members or one third of the members, whichever is greater. The Committee is required to meet at least once a year.

During the year under review, the Company held one Nomination and Remuneration Committee meeting.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted u nder the provisions of section 178 of the Companies Act, 2013.

Composition of the Committee:

1. Mr. Ankit Jagdishbhai Kansara, Non-Executive Director (Chairman)

2. Mr. Pankil Anilbhai Gandhi, Non-Executive, Independent Director (Member)

3. Mrs. Damini Dholiya, Whole-Time Director (Member)

4. Ms. Varsha Khaitan (Secretary of the Committee)

Meeting of Stakeholders Relationship Committee and Relevant Quorum:

The stakeholders Relationship committee shall meet once in a year. The quorum for a meeting of the Stakeholders Relationship Committee shall be two members present.

During the year under review, the Company held one Stakeholders Relationship Committee meeting

IV. SHAREHOLDERS MEETING:

General Meeting Date	Business Transacted in the Meeting	Type of Meeting
	1. Audited Standalone and consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2024 together with the Reports of the Board of Directors and Auditors thereon.
29/09/2023	2. Re-appointment of Mrs. Damini Dholiya (DIN: 09340903), who retiring director by rotation.	AGM
	3. Appointment of M/s. Doshi Doshi & Co, Chartered Accountants having Firm Registration No. 153683W, as the Statutory Auditors to hold office for the period of 5 years.
	4. Approval for Related Party Transactions with Jay Ambe Trading (Proprietorship Firm)
	5. Approval for Related Party Transactions with Jay Ambe Transport (Proprietorship Firm)

V. INTERNAL COMPLAINT COMMITTEE:

Pursuant to the provision Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”), the Company has not received any complaints on sexual harassment and hence no compliant remains pending as onst31 March, 2024. Further Company has zero tolerance for sexual harassment forwomen at workplace.

VI. MEETING OF INDEPENDENT DIRECTOR:

One Meeting of the Independent Director held during the financial year 2023-24.

8. DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company is Partner and holding 51% stake in Gopinath Enterprises, a Partnership Firm. Except above, it does not have any Joint Venture or Holding Company as on 31^st March, 2024.

10. CHANGES IN SHARE CAPITAL:

There are no changes in the share capital of the company during the year.

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

11. DIRECTORSS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(i) In the preparation of the annual accounts for the year ended 31 ^st March, 2024, the Company has followed the applicable accounting standards and there are no material departures from the same.

(ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true st and fair view of the affairs of the Company as at 31 March 2024 and of the Profit of the Company for year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities have been taken.

(iv) The Directors have prepared Annual Accounts on a “Going Concern” basis.

(v) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(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.

12. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every directors performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance o f Duties and Level o f Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

13. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnishedas Annexure - I in the Annual Report and forms a part of the Annual Report.

15. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms o f provisions of the Companies Act, 2013 the Company h as adopted following policies which are available on its website https://quality.in Whistle Blower Policy Archival & Preservation Policy Code Of Business Conduct & Ethics for Directors & Senior Management Policy for determination of Materiality & disclosure of Material Events Policy for making payment to non-Executive director Policy on determination of Material Related Party Transactions Risk Management Policy Code of Conduct for prevention of Insider Trading Terms & Conditions for Appointment of Independent Directors Nomination and Remuneration Policy

16. COMPANYS POLICY RELATING TO APPOINTMENT, PAYMENT

OF REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation o f Nomination and Remuneration Committee h as devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Directors qualifications, positive attributes, independence of Directors and their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE

UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the financial year, Loans given, Guarantees provided and Investments made pertaining to section 186 of Companies Act, 2013 has been mentioned in the notes of financial statements of Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH

RELATED PARTIES:

All related party transactions that were entered during the financial year were arms length basis and were in the ordinary course of business. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are annexed and marked as

Annexure-II.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.

20. MATERIAL CHANGES AND COMMITMENT:

During the year under review, no material changes and commitments affecting the financial position of the Company occurred during the year and between the end of the financial year to which these financial statements relate and on the date of this report.

21. 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:

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company.

22. 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.

The Company did not settle any loan amount with Bank or Financial Institution during the period under review. Hence the same is not applicable to Company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the company have the foreign exchange earnings and out go is NIL.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION

OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, p roject execution, event, financial, human, environment and statutory compliance.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE

COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2023. Hence, your Company is not required to adoptthe CSR Policy or constitute CSR Committee during the year under review.

26. DEPOSITS:

The company has not accepted/renewed any deposits during the year under review.

27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are Mr. Vivek Dholiya, Mrs. Damini Dholiya, Mr. Shirish Amrutlal Kotadia, Mr. Ankit Jagdish bhai Kansara, Mr. Pankil Anilbhai Gandhi.

Further during the year u nder review, following changes regarding appointment/reappointment has been done in Management of Company:

1. Ms. Priyanka Patni has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 19-03-2024

Details of all Directors/KMP has been mentioned below:

S. No. Name of Director/KMP	Designation	Promoter/ Independent /KMP/ Professional	Executive/ non-executive	Date of Appointment/ Change in Designation
1. Mr. Vivek Dholiya	Managing Director	Promoter & KMP	Executive Director & Chairman	30/09/2021
2. Ms. Damini Vivek Dholiya	Executive Director	Promoter Group	Whole Time Director	30/09/2021
3. Mr. Ankit Jagdishbhai Kansara	Non- executive Director	Independent	Non Executive	29/11/2021
4. Mr. Shirish Amrutlal Kotadia	Director	Independent	Non Executive	14/12/2021
5. Mr. Pankil Anilbhai Gandhi	Director	Independent	Non Executive	14/12/2021
6. Ms. Beena Varun Koshiya	CFO	KMP	NA	15/12/2021
7.Ms. Varsha Khaitan	Company Secretary	KMP	NA	20/04/2024

In accordance with the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Ms. Damini Vivek Dholiya retires by rotation atthe forthcoming Annual General Meeting and being eligible, offers himself for re- appointment.

28. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

th

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and as per recommendation of Audit Committee and approval of the Board of Director in their meetings held on 06 September, 2023 M/s Doshi Doshi &

Co, Chartered Accountants (Firm Registration No. 153683W) has been appointed as Stautory Auditor of Company for the period of 5 years i.e.from F.Y. 2023-24 to 2027-28 viz. from the conclusion of this 2^nd AGM of Company till the conclusion of its 7^th AGM, to be held in the year 2028.

Further there is no qualifications, reservations or adverse remarks made by the Statutory Auditor of Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

The Company has appointed Ms. Beena Varun Koshiya as an Internal Auditor for conducting the Internal Audit of the Company for the Financial year 2024-25.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Dilip Swarnkar & Associates, Company Secretaries, as Secretarial Auditors for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is set out in Annexure III to this Report.

29. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Statutory Auditors, Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companys internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24.

30. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

31. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

32. EXPLANATION OF BOARD OF DIRECTORS ON AUDITORS REPORTS:

A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for the year under review.

Hence there is no Explanation required for the same.

B. Secretarial Audit Report

There are no qualifications or reservation or adverse remarks made by the Secretarial Auditors in their report for the year under review.

Hence there is no Explanation required for the same.

33. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013

34. GENERAL:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of equity shares (including sweat equity shares) and ESOS to employees of the Company under any scheme.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

35. GREEN INITIATIVE:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Companys website www.qualityro.in.

36.STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure IV which forms part of this Report.

3 7. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies, and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in successful performance of the Company during the year. Your directors look forward to the continued support of all stakeholders in the future.

By Order of the Board of Directors
For Quality RO Industries Limited
Sd/-	Damini Dholiya
	Whole-time Director
Vivek Dholiya
Managing Director	DIN: 09340903
DIN: 09340902
Place: Vadodara
Date: 31st August, 2024