D P Wires Ltd
Directors Reports
To,
The Members,
Your directors have pleasure in presenting their 25th Annual Report on
the business and operations of the company and the accounts for the financial year ended
March 31, 2023. year,
1. Financial Results:
The details regarding financial performance of the company for
financial year ended March 31, 2023 are as follows:
|
Standalone (Rs. In Lacs) |
| Particulars |
Current Financial |
Previous Financial |
|
Year (2023) |
Year (2022) |
| Revenue from Operations |
121531.37 |
61323.70 |
| Other Income |
599.58 |
273.60 |
| Total Income |
122130.95 |
61597.30 |
| Profit/loss before Depreciation, Finance Costs, Exceptional
items and |
6080.59 |
4340.20 |
| Tax Expense |
|
|
| Less: Finance Costs |
201.29 |
212.51 |
| Profit/loss before Depreciation, Exceptional items and Tax
Expense |
5879.30 |
4127.69 |
| Less: Depreciation/ Amortization/ Impairment |
346.73 |
247.03 |
| Add/(less): Exceptional items |
Nil |
Nil |
| Profit before Tax Expense |
5532.57 |
3880.66 |
| Profit before Tax Expense (% of revenue) |
4.55% |
6.33% |
| Less: Tax Expense (Current & Deferred) +Short/( Excess)
provision of |
1431.15 |
975.34 |
| previous year written back |
|
|
| Profit after tax |
4101.42 |
2905.32 |
| Profit after tax (% of revenue) |
3.37% |
4.74% |
| Other Comprehensive Income/loss |
2.79 |
7.04 |
| Total comprehensive Income for the year |
4104.22 |
2912.36 |
| Earnings per share (EPS) |
|
|
| Basic |
30.23 |
21.46 |
| Diluted |
30.23 |
21.46 |
2. Overview of the company, analysis financial of results and
Performance Review
Your company is engaged in manufacturing and supply of Steel wires,
plastic pipes and plastic films which find its application in industries like oil &
gas, power, environment, civil, energy, automobile, infrastructure etc. All our
manufacturing divisions are situated in a single premise at Industrial Estate, Ratlam. We
are also engaged in power generation through 2 wind farms of 0.80 MW each in village
Okha-Madhi and Jodhpur in District Jamnagar. We have entered into PPA with Gujarat Urja
Vikas Nigam Limited for sale of electricity generated through these wind farms for a
period of 20 years. Both these wind farms were installed on turnkey basis by Eneron India
Pvt. Ltd. in the year 2006-07.
We have developed a brand name in the field of steel wire and plastic
industry having ISO 9001-2008 certification that highlights our capability and facilities
requisite for the development of the best-in-class PE Film, Plastic Films, Pond Lining
Film, HDPE
Film, Cap Covers, Wires, and others.
During the year under review, the turnover of the company increased
from Rs. 61323.70 Lakhs to Rs. 121531.37 Lakhs. The turnover has increased by 98.18% on
YOY basis. The earning before tax, interest and depreciation (EBITDA) also increased from
Rs.
4340.20 Lakhs to Rs. 6080.59 Lakhs, showing an increment of 40.09% on
YOY basis. It is pertinent to note that the finance cost was decreased from Rs. 212.51
Lakhs in previous year to Rs. 201.29 Lakhs in current year. The finance cost is decreased
by 5.27%. The profit in previous year to Rs. 4104.21 Lakhs in the current year. The profit
after tax increased by 40.92%. has During the current financial already achieved good
turnover and expects the same to be increased manifold.
Your Company has adequate production capacity to meet the increased
demand of the Customers. The Company has wide basket of products which caters to our
customers across the globe with presence in countries like Nepal, Oman, Doha, Muscat,
Shrilanka etc. R&D Department of the Company looks after the innovation and also takes
into consideration the standards laid down under the ISO certification 9001:2015. At
Present there are only three suppliers who are dealing in Stranded Wires and we are an
approved supplier of various Government authorities like National Highway Authority in
India (NHAI), National Thermal Power Corporation Limited (NTPC), Delhi Metro Rail
Corporation Limited (DMRC), Public Works Department (PWD), Central Public Work Department
(CPWD), Railways, large public and private sector industries etc. Due to increased
overseas demand and technological advancement, the Company has wide opportunities to
expand its business operations and product base across the globe. The development of a
country's infrastructure is vital to the growth of its sectors and the overall
economy. There is an opportunity for DP Wires Limited to become more organized, through
steady growth and acquisitions. This would improve overall construction quality. Strong
population growth and a growing economy is fueling demand for infrastructure. The
government is looking to attract private companies to invest in infrastructure through
public-private partnership (PPPs). Growing recognition of “Vocal for local” in
global market, company sees many opportunities in renewable power in India. Our Company is
engaged in power generation for Gujarat Urja Vikas Nigam Limited. We have set up wind
energy based 2 wind farms of 0.80 MW each in village Okha Madhi and Jodhpur in District
Jamnagar, Gujarat. These wind farms are connected by 33kV grid capacity Enercon Site,
sub-station at Bhogat.
3. State Of Company's Affairs
The present state of Company's affairs is progressive enough
viz-a-viz the industry and there is no other development which could result in an adverse
situation for the Company in the near future.
4. Change in nature of business
There was no change in nature of business of the company during the
year under review.
5. Annual Return
The Annual Return of the Company as on March 31, 2023 in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the after tax increased from Rs. 2912.36
Lakhs website of the Company at https://dpwires.co.in/ news-update/
6. Reserves
The amount of surplus of Rs. 4101.42 Lakh of Profit and Loss account
has been transferred to Reserve and Surplus account in the Balance Sheet. The company has
transferred an amount of Rs. 200.00 Lakh to General Reserve account. Final amount of
reserve and surplus account as on March 31, 2023 is
Rs. 17790.38 Lakh including General Reserve of Rs. 1050.00 Lakh and
Securities Premium of Rs. 2919.00 Lakh.
7. Dividend
Your Directors are pleased to recommend a final dividend of Rs. 1.2/-
per shar (at the rate of 12% of nominal face value of Rs. 10/- each), on the equity shares
of the Company for the year ended March 31, 2023. The dividend payout is subject to the
approval of the members at the ensuing Annual General Meeting. The Dividend will be paid
to members whose names appear in the register of members as on Friday, September 22, 2023
and in respect of shares held in dematerialized form, it will be paid to the members whose
names are furnished by NSDL and CDSL as beneficial owners as on that date.
8. Transfer of amount to Investor Education and Protection Fund
There was no amount which was required to be transferred to Investor
Education and Protection Fund.
9. Details pertaining to shares in demat suspense account
There are no shares in demat suspense account/ unclaimed suspense
account as provided in Para F of Schedule V of the Listing Regulations, 2015.
10. Details relating to material variations
There was no material deviation/variation in use of proceeds of the
issue. The issue proceeds were utilized for working capital requirements of the company as
defined in objects of the issue.
11. Directors and Key Managerial Personnel
In compliance with the provisions of Section 149 & 152 read with
Schedule IV all the other applicable provisions of Companies Act, 2013 and Companies
tionQualifica (Appointment of Directors) and Rules, 2014 and SEBI (LODR) regulations,
2015, the composition of board of directors of the company is as follows:
| S. No. |
Name |
DIN/PAN |
Designation |
| 1. |
Mr. Praveen Kataria |
00088633 |
Managing Director |
| 2. |
Mr. Arvind Kataria |
00088771 |
Whole Time Director & CFO |
| 3. |
Mr. Kanti Lal Kataria |
00088599 |
Non-Executive Director |
| 4. |
Ms. Suhani Kataria |
09012104 |
Non-Executive Director |
| 5. |
Mr. Anil Kumar Mehta |
07657024 |
Independent Director |
| 6. |
Ms. Madhubala Jain |
07657026 |
Independent Director |
| 7. |
Ms. Krutika Maheshwari |
AVJPM3289R |
Company Secretary and |
|
|
|
Compliance Officer |
In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of the Articles of Association of the Company, Ms. Suhani Kataria
(Managing Director) (DIN: 09012104) is liable to retire by rotation and being eligible,
seeks re-appointment at the ensuing Annual General Meeting. The Board of Directors
recommends her re-appointment. Ms. Suhani Kataria is not disqualified under Section 164
(2) of the Companies Act, 2013.
Brief resume of director proposed to be reappointed, functions and
nature of her experience in specific area and number of public companies in which she
holds membership/chairmanship of Board and Committees, Shareholdings and inter-se
relationships with other directors as stipulated under Regulation 36 (3) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 are provided in the ‘Annexure to the Notice of AGM' forming part of the
Annual Report.
Mr. Praveen Kataria (Managing Director) (DIN: 00088633) was appointed
as Managing Director for a term of five years effective from April 10, 2017. His term as
Managing Director was to end on April 10, 2022.
Based on the recommendation of the nomination and remuneration
committee and considering his knowledge in various aspects relating to the Company's
affairs and long business experience, the
Board, at its meeting held on April 09, 2022, approved the
reappointment of Mr. Praveen Kataria as Managing Director of the Company with effect from
April 10, 2022. Further, the members vide ordinary resolution passed at the Extra Ordinary
General Meeting held on May 10, 2022 approved the Re-appointment of Mr. Praveen Kataria,
(DIN: 00088633) as Managing Director of the Company for a second term of five consecutive
years. The office of Mr. Praveen Kataria is liable to retire by rotation. Mr. Anil Kumar
Mehta (DIN: 07657024) and Ms. Madhubala Jain (DIN: 07657026) were appointed as independent
directors for a term of five years effective from March 21, 2017. Their office as
Independent Director came to end on March 21, 2022.
Based on the recommendation of the nomination and remuneration
committee and after taking into account the performance evaluation of retiring directors
and their knowledge, acumen, expertise, experience and the substantial contribution to the
Board, the Board, at its meeting held on April 09, 2022, approved the reappointment of
retiring directors as Independent
Directors of the Company with effect from March 21, 2022. Further, the
members vide Special Resolution passed at the Extra Ordinary General Meeting held on May
10, 2022 approved the Re-appointment of both of the retiring directors as Independent
Directors of the Company for a second term of five consecutive years. The office of
Independent Directors shall not be liable to retire by rotation.
The Company has received declaration from the Independent Directors
that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act,
2013. In the opinion of the Board, they fulfill the condition for appointment/
re-appointment as Independent Directors on the Board. Further, in the opinion of the
Board, the Independent Directors also possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts)
Rules, 2014.
12. Committees of Board and Number of Meetings of the Board The Board
currently has four committees, namely,
Audit Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, and Stakeholders Relationship Committee. All the
recommendations made by the Committees of Board including the Audit Committee were
accepted by the Board. year and of the profit of the The Board met Eleven times during the
year under review. The maximum gap between two Board meetings did not exceed 120 days. A
detailed update on the Board, its Committees, its composition, and terms of reference of
various Board Committees, number of board and committee meetings held and attendance of
the directors at each meeting is provided in the Report on Corporate Governance.
| S. No. |
Date of board meeting |
S. No. |
Date of board meeting |
| 1. |
April 09, 2022 |
7. |
September 05, 2022 |
| 2. |
May 23, 2022 |
8. |
November 08, 2022 |
| 3. |
June 13, 2022 |
9. |
December 21, 2022 |
| 4. |
July 09, 2022 |
10. |
December 30, 2022 |
| 5. |
July 21, 2022 |
11. |
February 01, 2023 |
| 6. |
August 23, 2022 |
|
|
Attendance of directors:
S. No. |
Name of director |
Number Held |
of Board Meetings Attended |
| 1. |
Kanti Lal Kataria |
11 |
11 |
| 2. |
Praveen Kataria |
11 |
11 |
| 3. |
Arvind Kataria |
11 |
11 |
| 4. |
Suhani Kataria |
11 |
08 |
| 5. |
Anil Kumar Mehta |
11 |
09 |
| 6. |
Madhubala Jain |
11 |
09 |
For more details with respect to the Directors, Board and Committee
meetings held during the year and attendance of these meetings, refer Corporate Governance
Report which forms part of Directors' Report.
13. Directors' Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your directors state 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 that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with 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; and
(e) 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. (f) the directors had laid down internal financial controls to be followed by
the company, which are adequate and are operating effectively. (g) the directors have
devised proper systems to ensure compliance with the provisions of all applicable laws,
and such systems are adequate and operating effectively.
14. Board's Evaluation
In compliances with the provisions of Section 134 (3) (p) of the Act
read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the board carried out annual
evaluation of its own performance, that of its Committees and individual directors. The
performance of board and its committees was evaluated by the board after seeking input
from all the directors on the basis of the criteria, such as composition and structure of
the Board, quality of deliberations, effectiveness of the procedures adopted by the Board,
participation at the Board and committee meetings, governance reviews etc. Performance of
individual directors was evaluated on the basis of criteria like transparency, analytical
abilities, qualifications, experience, participation in the long-term strategic planning
and responsibilities shouldered.
The Committees of the Board were assessed on the basis of degree of
fulfillment adequacy of committee, composition and effectiveness of meetings. The Company
has appointed Mr. Anil Kumar Mehta as chairman of the board. The Chairman appointed for
the Board meetings was also evaluated by all the Directors on the basis of managing
relations, leadership, competence and diligence.
The performance evaluation of Independent Directors was carried out by
the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairman appointed for the Board meeting and the Non-Independent Directors was carried
out by the Independent Directors who also reviewed the performance of the Board as a
whole. The Board of Directors expressed their satisfaction with the evaluation process.
15. Declaration by Independent Director(s) and reappointment, if any
and meeting of independent directors tions of All the Independent Directors have submitted
their disclosures to the Board that they fulfill the requirements as stipulated in Section
149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and
the relevant rules. Mr. Anil Kumar Mehta and Ms. Madhubala Jain were reappointed as
Independent Director vide Special Resolution passed the Extra Ordinary General Meeting
held on May 10, 2022 for a period of 5 years from March
21, 2022.
A separate meeting of Independent Directors April 09, 2022 which was
attended by all the Independent Directors, viz., Shri Anil Kumar Mehta and Smt. Madhubala
Jain.
16. Familiarization Programme for Independent Directors
Pursuant to the SEBI Listing Regulations, the Company has devised a
familiarization programme for the Independent Directors, with a view to familiarize them
with their role, rights and responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company, etc. Through the
familiarization programme, the Company apprises the independent directors about the
business model, corporate strategy, business plans and operations of the Company. These
directors are also informed about the financial performance, annual budgets, internal
control system, statutory compliances etc. They are also familiarized with Company's
vision, core values, ethics and corporate governance practices. At the time of appointment
of independent director, a formal letter of appointment is given to them, which explains
their role, responsibility and rights in the Company. Subsequently they are apprised of
the Company's of key responsibilities, policies on CSR, nomination and remuneration,
plant safety, HR, succession policy for directors and senior management. They are updated
with global business scenario, marketing strategies, legislative changes etc. Factory
visits are arranged to apprise them of various operational and safety aspects of the
plants to get complete understanding of the activities of the Company. Details of
familiarization programme of Independent Directors are available on the website of the
Company under Investors section at https:// dpwires.co.in/policy/ Statement regarding
opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors during the year
The Board of Directors reviewed the declarations as mentioned in point
no. 15 and have positive outlook towards the integrity and expertise of the Independent
Directors. Pursuant to provisions of Companies Rules, (Appointmentand 2014, the
Independent directors are exempt from the all requirement to undertake online proficiency
self-assessment test conducted by Indian Institute of
Corporate Affairs (IICA), Manesar.
17. Nomination and Remuneration Policy
The Board has, on the recommendation of the
Nomination and Remuneration Committee, framed and adopted the
Nomination and Remuneration Policy for selection, appointment and removal of directors,
senior management, key managerial personnel (KMP) including their remuneration. The Board
recognizes that various Committees of the
Board have very important role to play to ensure highest standards of
corporate governance. The Chairman of the Board and other directors form broad policies
and ensure their implementation in the best interests of the Company. The criteria for
selection of directors, senior management and KMP are mainly qualifications, experience,
expertise, integrity, independence of the directors, etc. The remuneration to
non-executive directors consists of sitting fees for attending Board/Committee meetings
and other reimbursements. All the non-executive, non-promoter directors are paid sitting
fee on uniform basis. The Independent directors are not entitled to any stock options
under the Stock Option Plans of the Company. The remuneration to the Managing Director and
other Executive Directors consists of monthly salary, allowances, perquisites, commission
and other retirement benefits.The remuneration payable to them is as per approval of the
members of the Company. The overall managerial remuneration payable to them shall not
exceed 10% of the net profits of the Company. In respect of senior management, the
remuneration is based on their performance,
Company's performance, individual targets achieved, industry
benchmark and compensation trends in the industry. Their remuneration consists of monthly
salary, bonus, perquisites, KPI and other retirement benefits. The Nomination and is
available on the website of the Company under Investors section at
https://dpwires.co.in/policy/
18. List of core skills/expertise/competencies
As the company is involved in the manufacturing of
Steel wires, plastic pipes and plastic films, skill required in
directors is that of technical expertise to monitor the manufacturing operations properly.
Further the directors must possess excellence in financial and communication skills. have
very good liasioning abilities. All the executive directors of the company possess all of
the above expertise. Our Managing Director Mr. Praveen Kataria is technical expert having
vast experience of 27 years in the field. Mr. Arvind Kataria, Whole time director and CFO
is an expert in financialmatters as well as an ardent communicator. Further our
non-executive director Mr. Kantilal Kataria with a vast experience of 47 years is an asset
for the company. The company was able to make remarkable progress under his able guidance.
Ms. Suhani Kataria is an Engineering Graduate and young and dynamic personality. She
contributed towards technological advancement of the Company and the upgradation and
improvement in manufacturing processes.
19. Particulars of loans, guarantees or investments under section 186
The company has not granted any loans, guarantees and investments
covered under the provisions of
Section 186 of the Companies Act, 2013 and rules made thereunder.
20. Related Party Transaction
All related party transactions entered into during the year were on
arm's length basis and were in the ordinary course of business. Details of related
party transactions made by the Company with promoters, directors, key managerial personnel
or other designated persons are attached in Form AOC-2 attached as Annexure I. Prior
omnibus approval of the Audit Committee is obtained for related party transactions which
are repetitive in nature and in case such transactions exceed the limits approved through
the omnibus approval, the transactions are subsequently ratified. The transactions entered
into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the
Audit Committee. Detailed disclosure on related party transactions as per Ind AS-24
containing name of the related party and details of the transactions entered with such
related party have been provided under Notes to financial statements. Disclosure on
related party transactions on half yearly basis is also submitted to the stock exchange.
The policy on related party transactions as approved by the Board is available on the
website of the Company under Investors section at https:// dpwires.co.in/policy/
21. Commission from holding or subsidiary company
Remuneration Policy As the company is not having any holding or
subsidiary company, disclosure in accordance with the provisions of Section 197 (14)
regarding receipt of commission by managing or whole-time director of the company from
holding or subsidiary of the company is not applicable.
22. Particulars of employee and related disclosures the basic The ratio
of remuneration of each Director to the median of employees' remuneration as per
Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) The directors must of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
the Board's Report under Annexure II.
None of the employees including managerial personnel draws in excess of
the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with rules 5
(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 which needs to be disclosed in the Directors' report. In terms of the
provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, list of the top 10
employees in terms of remuneration forms part of the Board's
Report under Annexure - III.
23. Corporate Social Responsibility (CSR)
Company incurred CSR Expenditure of Rs. 62,31,500/- (Rupees Sixty-Two
Lakh Thirty One Thousand Five Hundred Only) against its liability of Rs. 62,24,312/- (Rs.
Sixty Two Lakh Twenty Four Thousand Three Hundred and Twelve Only). The CSR initiatives of
the Company were under the area of distribution of food and items of basic necessities,
eradication of hunger and poverty, health & hygiene, education, animal
Annual Report 2022-2023 | 45 protection, promotion of culture and
religion etc. The CSR Policy of the Company is available on the website of the Company at
https://dpwires.co.in/policy/ .
Ministry of Corporate Affairs vide its Notification(s) dated September
20, 2022, notified the Companies (Corporate Social Responsibility Policy) Amendment Rules,
2022, which, inter alia, provide for the revised format of annual report for publishing
the CSR activities undertaken during the financialyear ended March 31, 2023. The details
about CSR spending of the Company are updated in the annual report of the Company's
CSR activitiesforthefinancialyear ended March 31, 2023. The Company's CSR Policy
statement and annual report on the CSR activities undertaken duringthefinancialyear ended
March 31, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social
Responsibility Policy) Rules, 2014 is set out in Annexure IV to this report.
24. Corporate Governance Report
In compliance with Regulation 34 of the Listing Regulations, a separate
report on Corporate Governance along with a certificate from a Company Secretary in Whole
Time Practice on its compliance is attached at Annexure V and forms part of this Annual
Report.
25. Material changes and commitments affecting the financial position
of the company
Following material changes have taken place after closure of financial
year and before date of board's report:
1. Mr. Kanti Lal Kataria (DIN 00088599), who attained an age of 75
years, was continued as Non-Executive Non-Independent Director vide Special Resolution
passed at the Extraordinary General Meeting held on May 06, 2023.
2. The shares of the Company are listed on Bombay Stock Exchange (BSE)
w. e. f. August 28, 2023. There were no other material changes and commitment affecting
the financial position of the Company which occurred between the end of the financial year
of the Company and date of the Report.
26. Compliance of Secretarial Standard and applicable laws
The Company has complied with all the applicable Secretarial Standards
and laws during the year.
27. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 are given in Annexure VI which is part of this Report.
28. Details of Subsidiary/Joint Ventures/Associate Companies
46 | D.P. WIRES LIMITED venture/associate companies, the details in
terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of the Companies (Accounts) Rules,
2014 are nil.
29. SEBI Complaints Redressal System (SCORES)
The investor complaints are processed in a centralized web based
complaints redressal system. The salient features of this system are centralized database
of of all complaints, online upload of Action Taken Reports (ATRs) by the concerned
companies and online viewing by investors of actions taken on the complaint and its
current status. Your Company has been registered on SCORES and makes every effort to
resolve all investor complaints received through
SCORES or otherwise within the statutory time limit from the receipt of
the complaint. The Company has not received any complaint on the SCORES during financial
year 2022-23.
30. Deposits
The company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013.
31. Significant and material orders passed by the regulators or courts
No significant or material orders are passed during the financial year
by the regulators or courts or tribunals which might impact the going concern status and
company's operation in future.
32. Adequacy of internal controls
Your Company has put in place adequate internal financial controls with
reference to the financial statements, some of which are outlined below: Your Company has
adopted accounting policies which are in line with the Accounting Standards prescribed in
the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133
and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of
the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956,
to the extent applicable.
A system of strict internal control, including suitable monitoring
procedures has always believed that transparency, systems and controls are important
factors in the success and growth of any organization. The Company has an adequate system
of internal control supported by an extensive programme of internal control; and systems
are established to ensure that financial and other records are reliable for preparing
financial Internal Audit Reports and significant audit observations, if any, are brought
to the attention of the Audit Committee of the company. The internal controls existing in
the Company are considered to be adequate vis-a-vis the business requirements. Your
Company ensures adequacy with its current size and business, to ensure operational
efficiency, protection and conservation of resources, accuracy and compliance and
promptness in financial of laws and regulations. It is supported by the internal audit
process and will be enlarged to be adequate with the growth in the business activity.
33. Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has appointed M/s
Sachin Moonat & Associates, Chartered Accountant, Ratlam as internal auditor of the
company. The purpose of internal audit is to examine that the company is carrying out its
operations effectively and performing the processes, procedures and functions as per the
prescribed norms. The internal auditors review the adequacy and the key internal controls
guided by the efficien
Audit Committee.
34. Explanation or comments on Auditor's Report
Auditor's report being self explanatory, no comments are required
to be given in terms of Section 134 (3) (f) (i).
35. Secretarial Audit
Pursuant the provision of the Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personal)
Rules, 2014, the board appointed CS Shweta Garg, Practicing Company Secretary, Indore to
conduct Secretarial Audit of the Company for the financial Audit report in Form MR 3 is
attached as Annexure VII and forms part of this report. The Secretarial Audit Report is
self explanatory and no comments are required to be given on the same except an
observation regarding related party transaction. In this regard, the Board clarifies bona
fide mistake and for current financial year the Board has already proposed to take
approval of the members at the ensuing Annual General Meeting for all material related
party transactions.
36. Cost Audit
The Board had appointed M/s M. P. Turakhia & Associates, Cost
Accountants (Firm Registration No. : 000417), as Cost Auditor for conducting audit of cost
records of the Company for the Financial Year 2022 - 23.
As the Cost Audit Report is under preparation, Board cannot comment
about observation of the Cost auditors. .
37. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year 2022-23, as
stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure VIII
forming part of this Board's Report, and gives detail of overall industry structure,
developments, performance and state of affairs of the Company's operations during the
year.
38. Risk Management Policy
The risk management framework of the company definesroles and
responsibilities for arriving at risk rating criteria for assessing risk impact,
likelihood of risks and effectiveness of mitigation plans. The process includes
identification of risks involved in various areas, zeroing on ‘risk that
matter', assessing mitigation plan and preparedness to face ‘risk that
matter.' The Company has developed and implemented a risk management policy which
identifiesmajor risks which may threaten the existence of the Company.
The same has also been adopted by your Board and is also subject to its
review from time to time. Risk mitigation process and measures have been also formulated
and clearly spelled out in the said policy.
39. Disclosure in respect of loan to employees for purchase of own
shares
The company has not given any loan to any of the employees for
purchasing its shares.
40. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal), Act, 2013
As per the requirement of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘Act') and rules made there
under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy
working environment without fear of prejudice, gender bias and sexual harassment.
The Board states that there were no cases or complaints filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 during the year.
41. Reporting of fraud by statutory auditors
There was no fraud in the Company, which was required to be reported by
statutory auditors of the
Company under sub- section (12) of section 143 of Companies Act, 2013
during the financial year.
42. Issue of Equity shares with differential voting rights
The Company has not issued equity shares with differential rights as to
dividend, voting or otherwise;
43. Issue of Sweat Equity, ESOP etc.
The company has not issued Sweat Equity Shares or Shares to its
employees under “Employee Stock Option Scheme” during the financial year.
44. Details of application under IBC
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and
Bankruptcy Code, 2016 is not applicable;
45. Difference in valuation
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
46. Changes in Share Capital
During the Financial Year 2022 - 23, there was no change in the share
capital of the company.
47. Auditors
The Auditors, M/s Anil Kamal Garg & Company, Chartered Accountants,
Indore, were appointed as statutory auditors for a period of 5 years from the conclusion
of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting. The
auditors have given a declaration to the company to the effect that the auditor/firm to
continue as auditor in terms of the provisions of
Section 141 of the Companies Act, 2013 read with Rule 4 and Rule 10 of
the Companies (Audit & Auditors) Rules, 2013.
48. Insurance
All the properties and operations of the Company, to its best judgment
have been adequately insured.
49. Investor Services
The shares of the Company are listed on National Stock Exchange of
India Limited (NSE) and Bombay Stock Exchange (BSE). The company has paid listing fees to
the Stock Exchange on time. Bigshare Services Private Limited, Mumbai are the Registrar
& Transfer Agents (RTA) in respect of the equity shares.
50. Acknowledgements
Your Directors convey a sense of high appreciations to all the
employees of the company for their hard work, dedication, continued commitment and
significant contributions. Your Directors are grateful to acknowledge the support and
cooperation's received from various departments of the Central and State Governments,
Members, Business Associates, Analysts, Banks, Financial Institutions, Customers,
Distributors and Suppliers.
Cautionary Statement
Statements in the Director's Report and the Management Discussion
and Analysis describing the Company's objectives, expectations or predictions, may be
forward looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in e influenc
thestatement.Importantfactorsthatcould the Company's operations include: global and
domestic demand and supply conditions, availability of critical materials and their cost,
changes in government policies and tax laws, economic development of the country, and
other factors which are material to the business operations of the Company.
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