Your Directors are pleased to present the 44th Annual Report along with the audited financial statements of the Company
for the financial year ended on 31st March, 2025.
OPERATING RESULTS AND BUSINESS
The performance of the Company during the year 2024-25 is summarized below:
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Particulars
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2024-25 (' in Lakh)
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2023-24 (' in Lakh)
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Profit before Depreciation & Taxation
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466.81
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468.25
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Depreciation
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113.83
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110.80
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Provision for Taxation
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(81.98)
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(112.76)
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Exceptional Items
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-
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-
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Net Profit after Tax
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272.36
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244.68
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Proposed Dividend
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90.00
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90.00
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Transfer to General Reserve
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50.00
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50.00
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FINANCIAL PERFORMANCE
During the financial year 2024-25, the Company experienced a moderate decline in turnover, primarily attributed to lower
finished goods pricing caused by softened raw material costs. However, there has been no reduction in business volume,
indicating that the demand for the Company's products remained stable. Consequently, the Company witnessed a slight
dip in net profit as compared to the previous financial year. Your Directors are optimistic about performance recovery in
the upcoming year.
DIVIDEND
Your Directors are pleased to recommend a final dividend of ' 1.50 per equity share of 10 each (15%) for the financial
year ended 31st March, 2025. This dividend, subject to approval by shareholders at the Annual General Meeting, will be
paid to eligible shareholders. Members are requested to refer to Note 9 of the AGM Notice for additional details.
INSURANCE
All assets of the Company including buildings, plant & machinery, and inventories are adequately insured against
foreseeable risks.
DIRECTORATE
In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Alpesh B Patel (DIN: 00226723) will
be liable for retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.
The Board recommends his reappointment.
SECRETARIAL STANDARDS
The Directors confirm that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) issued
by the Institute of Company Secretaries of India relating to Board Meetings and General Meetings.
FORMAL EVALUATION STATEMENT
Pursuant to Section 134(3)(p) of the Companies Act, 2013, the Company has carried out an annual performance
evaluation of the Board, its Committees, and the individual Directors. The framework includes criteria such as strategic
inputs, contribution to discussions, independence of judgment, commitment, and leadership. The evaluation process was
carried out in a fair and transparent manner.
AUDITORS
M/s Krutesh Patel & Associates, Chartered Accountants, (Firm Registration No. 100865W), continue as the Statutory
Auditors of the Company. Their term is valid until the conclusion of the 46th Annual General Meeting. The requirement for
ratification of their appointment at each AGM has been dispensed with pursuant to the Companies (Amendment) Act,
2017.
AUDITORS’ REPORT
The observations made in the Auditor's Report for the financial year 2024-25 are self-explanatory and do not call for any
further comments.
SECRETARIAL AUDIT REPORT
In accordance with Section 204 of the Companies Act, 2013, the Board has appointed Ms. Jolly Krutesh Patel, Practicing
Company Secretary (CP No. 21010), to conduct the Secretarial Audit for the year. The report in Form MR-3 is annexed
herewith as Annexure - B. The report does not contain any adverse observations or qualifications requiring Board's
explanation.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with Section 134(3)(c) of the Companies Act, 2013, your Directors confirm:
a) That in the preparation of the annual accounts, the applicable accounting standards were followed and there were no
material departures;
b) That such accounting policies were selected and applied consistently and judgments and estimates made were
reasonable and prudent;
c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with
applicable laws;
d) That the annual accounts have been prepared on a going concern basis;
e) That internal financial controls were laid down and found to be adequate and effective;
f) That proper systems have been devised to ensure compliance with applicable laws and that such systems were
adequate and operating effectively.
COST RECORDS
As per Section 148(1) of the Companies Act, 2013, the Company is required to maintain cost records and the same have
been duly maintained and audited by a qualified Cost Accountant.
PARTICULARS OF EMPLOYEES
There were no employees during the year drawing remuneration in excess of the prescribed limits under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
RISK MANAGEMENT
The Company has implemented a structured risk management policy to identify and mitigate strategic, operational,
financial, and compliance risks. The Risk Management Committee evaluates and monitors the risk mitigation strategies.
RELATED PARTY TRANSACTIONS
All related party transactions entered during the year were in the ordinary course of business and on an arm's length
basis. The Company has not entered into any material transactions with related parties. The policy on dealing with related
party transactions is available on the Company's website at: http://dutronindia.com/wp-content/uploads/Policy-on-
Related-Party-Transactions.pdf. Members may also refer Note No. 33 to the Standalone Financial Statements.
CORPORATE GOVERNANCE
The Company follows best corporate governance practices. A detailed report along with the Auditor's Certificate on
compliance forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34 of the SEBI (LODR) Regulations,
2015 forms an integral part of this Report and covers key financial and operational indicators, sectoral insights,
opportunities and threats, outlook, and risk mitigation framework.
BOARD MEETINGS
During the year, 10 Board Meetings were held. Details of meetings and attendance are provided in the Corporate
Governance Report.
COMMITTEES
The Company has duly constituted the Nomination and Remuneration Committee, Audit Committee and Stakeholder
Relationship Committee in compliance with Sections 178 and 177 of the Companies Act, 2013, respectively.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Although the CSR provisions under Section 135 of the Companies Act, 2013 are not applicable, the Company supports
community welfare on a voluntary basis when suitable opportunities arise.
LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loans, given guarantees or made investments under Section 186 of the Companies
Act, 2013 during the year.
INTERNAL FINANCIAL CONTROLS
The Company has robust internal financial controls. These controls are reviewed periodically and have been found to be
adequate and effective.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes or commitments affecting the financial position of the Company between the end of
the financial year and the date of this Report.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013, a copy of the Annual Return for the financial year ended 31st
March 2024 is not available on the website of the Company due to outcome of AGM is held in abeyance by the Hon'ble
NCLT, Ahmedabad Bench.
INSOLVENCY AND VALUATION
No application has been made or is pending against the Company under the Insolvency and Bankruptcy Code, 2016. The
Company has not done any one-time settlement with any bank or financial institution.
VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy for directors and employees to report concerns about unethical
behavior. The policy is available on the Company's website at: http://dutronindia.com/wp-content/uploads/Vigil-
Mechamism-or-Whistle-Blower-Policy.pdf
INTERNAL COMPLAINTS COMMITTEE
The Company is compliant with the provisions of the Sexual Harassment of Women at Workplace Act, 2013. No
complaint was reported during the year.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Please refer Annexure - A to this Report for details on energy conservation, technology absorption, and foreign exchange
earnings and outgo.
BUSINESS RESPONSIBILITY REPORT (BBR)
The SEBI (LODR) Regulations, 2015 mandate the inclusion of the BRR as part of the Annual Report for top 1000 listed
entities based on market capitalization. Business Responsibility Reporting is not applicable to the Company.
ACKNOWLEDGEMENTS
The Directors thank the shareholders, customers, suppliers, bankers, employees, and business partners for their
continued support and trust in the Company.
By order of the Board of Directors
Rasesh H. Patel Alpesh B. Patel
Place: Ahmedabad Managing Director Non-Executive Director
Date: 1st August 2025 DIN: 00226388 DIN: 00226723
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