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Key Stats

MARKET CAP (RS CR) 13.69
P/E 6.15
BOOK VALUE (RS) 43.1832432
DIV (%) 0
MARKET LOT 1
EPS (TTM) 3.01
PRICE/BOOK 0.428406915023001
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%)
4

News & Announcements

13-Nov-2019

D & H India consolidated net profit rises 25.00% in the September 2019 quarter

13-Nov-2019

D & H India standalone net profit rises 23.53% in the September 2019 quarter

09-Nov-2019

D & H India Ltd - Outcome of Board Meeting

09-Nov-2019

D & H India Ltd - Review Report For The Quarter Ended On 30Th September, 2019

04-Nov-2019

D & H India announces board meeting date

16-Aug-2019

D & H India to convene AGM

03-Aug-2019

D & H India schedules board meeting

22-May-2019

D & H India schedules board meeting

Corporate Actions

Bonus
Splits
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AGM
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Financials

Income Statement

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Peers Comparsion

Select Company Name BSE Code NSE Symbol
Ador Fontech Ltd 530431
Ador Welding Ltd 517041 ADORWELD
Ahura Welding Electrode Manufacturers Ltd 530749
Bobshell Electrodes Ltd 526925
Britelite Carbons Ltd 509479
Esab India Ltd 500133 ESABINDIA
GEE Ltd 504028
Karnataka Welding Products Ltd 504295
Maharashtra Weldaids Ltd(Merged) 523212
Mahavir Industries Ltd 531648
Mig-Weld & Machines Ltd(wound-up) 523433
Nucor Wires Ltd(liquidated) 523852
Rasi Electrodes Ltd 531233
Rockland Thermionics Ltd 530061
Superstar Welding Industries Ltd 517490

Share Holding

Category No. of shares Percentage
Total Foreign 51910 0.70
Total Institutions 2415 0.03
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 407633 5.51
Total Promoters 3491408 47.18
Total Public & others 3446634 46.58
Total 7400000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About D & H India Ltd

D&H Welding Electrodes (India) Ltd., promoted by H H Melwani is into manufacture of Welding Electrodes. The company incorporated on March 30, 1985 as a private company converted into a public limited company on Aug 24, 1993. The company manufactures a wide range of welding electrodes with an installed capacity of 4400 TPA at Indore. Company is also engaged in expansion programme to increase installed capacity of Welding Electrodes. Company has diversification plan to manufacture of XLPE/PVC Cables.

D & H India Ltd Chairman Speech

D & H India Ltd Company History

D&H Welding Electrodes (India) Ltd., promoted by H H Melwani is into manufacture of Welding Electrodes. The company incorporated on March 30, 1985 as a private company converted into a public limited company on Aug 24, 1993. The company manufactures a wide range of welding electrodes with an installed capacity of 4400 TPA at Indore. Company is also engaged in expansion programme to increase installed capacity of Welding Electrodes. Company has diversification plan to manufacture of XLPE/PVC Cables.

D & H India Ltd Directors Reports

To

THE MEMBERS OF D & H INDIA LIMITED

The Directors take pleasure in presenting their 33rd Annual Report together with the audited standalone and consolidated financial statements for the year ended 31st March, 2018 and the Management Discussion and Analysis has also been incorporated into this report.

1. HIGHLIGHTS OF PERFORMANCE

• Consolidated income for the year was Rs. 6,892.02 Lakh as compared to Rs. 6,037.67 Lakh in the previous year, an increase of 14.15%.

• Consolidated net sales for the year was Rs. 6,870.02 Lakh as compared to Rs. 6,022.60 Lakh in the previous year, a increase of 14.07%;

• Consolidated profit before tax for the year was Rs. 30.62 Lakh as compared to Rs. 48.61 Lakh in the previous year;

• Consolidated Profit after tax for the year was Rs. 18.98 Lakh as compared to Rs. 29.04 Lakh in 2017.

2. FINANCIAL RESULTS

(Rs. In Lakh)

Particulars Consolidated Standalone
31.03.2018 31.03.2017 31.03.2018 31.03.2017
Revenue from Operations (Net) & other income 6,892.02 6,037.67 6,889.30 6,017.56
Profit before Financial Cost & Depreciation 358.30 387.89 365.40 390.36
Financial Cost 152.91 162.70 149.16 162.63
Depreciation 174.77 176.58 172.56 174.33
Adjustment related to Fixed Assets 0 0 0 0
(Net of Deferred Tax)
Profit Before Tax (PBT) 30.62 48.61 43.68 53.40
Provision for Tax 11.64 19.57 12.11 17.65
Profit A3er Tax (PAT) 18.98 29.04 31.57 35.74
Less: Minority Interest 0 0 - -
Balance brought forward from previous year 1,112.50 1,083.41 1,124.07 1,088.33
Profit available for Appropriations 1,131.51 1,112.50 1,124.07 1,124.07
Earnings Per Share (Basic and Diluted) 0.29 0.39 0.46 0.48

3. DIVIDEND

In order to conserve the financial resources your directors regret their inability to declare any dividend for the financial year 2017-18. (Previous year Nil) and proposes the earnings for the further requirement and growth of the Company.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs. 740.00 Lakhdivided into 74.00 Lakh equity shares ofRs. 10/- each. During the year under review, there were no change in the capital structure and the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4.1. Transferof profits to reserves

During the year under review your company has not transferredany amount to the general reserves. (Previous year Nil)

5. FINANCE

Cash and cash equivalent as at 31stMarch, 2018 was Rs.72.18 Lakh (Previous year Rs.109.94 Lakh). The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5.1. Public Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31stMarch, 2018. Further that it has not accepted any deposit in violation of the provisions of the Chapter V of the Companies Act, 2013.

5.2. Particulars of loans, guarantees or investments

During the period under review, your company has not provided any Loans, given Guarantees, or provided any securityor made any investment in any other Body Corporate in terms of provisions of section 186 of the Companies Act, 2013 except that the company has made investment and given Loan to the following companies.

Name of Company Status of Company Type of Investment Amount of investment as on 31.03.18
(Rs. In Lakhs)
1 V & H Fabricators Pvt. Ltd. Wholly owned Subsidiary Non-Current Investment 172.37
2 Commonwealth Mining Pvt. Ltd. Associate Company Do 0.90
3 Investment in Listed Enti3es - Do 19.48
4 V & H Fabricators Pvt. Ltd. and Wholly owned Loans 35.46
Commonwealth Mining Pvt. Ltd. Subsidiary/Associate
TOTAL 227.40

The Investmentsmade and loan given by the company are within the limit as provided in section 186 of the Companies Act, 2013. In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest was charged.

6. ECONOMIC SCENARIO AND OUTLOOK

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2018. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2018, the economy is expected to grow at a higher rate than in 2017. The long termprospect for the economy is optimistic.

7. CSR INITIATIVES

In view of the paid up capital, profits and turnover of the company during the previous three years, the Company does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under.

8. OCCUPATIONAL HEALTH & SAFETY (OH&S)

With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

9. HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry.

During the year under review, the following Human Resources initiatives received greaterfocus:

• Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

• Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

• Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

10. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

10.1 Internal Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The Statutory Auditors have furnished their report in the Annexure B of the Auditors Report certifying the Internal Financial Control of the Company.

10.2 Vigil mechanism/Whistle Blower Policy

Pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013 read with rule 7 of Companies (Meeting of Boards and its powers) Rules, 2014 and Regulation 22 of SEBI (LODR) Regulations, 2015, the company had adopted a whistle blower policy which provides for a vigil mechanism that encourages and supports its directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the chairman of audit committee in exceptional cases. Policy of the whistle blower of the Company has been given at the website of the Company at www.dnhindia.comand attached the same as Annexure A to this report.

11. CONSOLIDATED AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUB-SIDIARIES

11.1 Statement of the Subsidiary and Associate Company

Pursuant to the Rule 9(5)(iv) of the Companies (Accounts) Rules, 2014 the following particulars being submitted for the Companies become Subsidiary, Associates or ceased pursuant to the provisions of section 2(6) of the Companies Act, 2013.

Name of the other Company Position as on 1st April, 2017 Date on which become as a Associate Date on which ceased as a Associate Reasons Remarks
V & H Fabricators Pvt. Ltd. Wholly Owned Subsidiary 07.07.2012 - Entire shareholding held by the Company 10 Shares held by Mr. Harsh Vora as Nominee.
Commonwealth Mining Pvt. Ltd. Associate 30.03.2013 - Holding 50% of share capital -

As on 31st March, 2018, the Company Commonwealth Mining Pvt. Ltd. is not carrying any business activities. The Company does not have joint venture Company at the beginning or any time during the year 2017-18.

11.2 Salient features of the financial statements of the subsidiary and Associate Company

In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary and Associate Company is also given in the Form AOC-1in the Annual Report as Annexure B.

11.3 Financial statements of the subsidiary companies

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dnhindia.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.dnhindia.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

11.4 Compliance of the Accounting Standards

The Consolidated and standalone financial statements are in compliance with the applicable Indian Accounting Standards (IND-AS) to the Company.

12. BOARD OF DIRECTORS, THEIR MEETINGS & KMPs

12.1 Directors and Key Managerial Personnel

The Board of Directors of your company consists of 8 (Eight) Directors During the year and there is no change in the directors except the following:-

1) Change in designation of Mrs. Atithi Vora from Whole-time Director to Non-Executive Director w.e.f. 01stOct., 2017;

2) Re-appointment of Mr. Saurabh Vora, Whole Time Director for a period of 3 years w.e.f. 1stOct., 2017;

3) Re-appointment of Mr. Harsh Vora, Managing Director for a period of 3 years w.e.f. 1stOct., 2017;

Mr. Harsh Vora, Managing Director, Mr. Saurabh Vora and Mr. Madhusudan Jain, Whole-time Directors and CS Rajesh Sen, Company Secretary and Mr. Sanat Jain, Chief Financial Officer of the company are designated as Key Managerial Personnel of the company as per the provisions of Section 203 of the Companies Act, 2013.

12.2 Directors seeking re-appointment as liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with relevant provisions of Articles of Association of the company Mrs. Atithi Vora, Non-Executive/Women Director of the company is liable to retire by rotation and is eligible to offer herself for re-appointment.

12.3 Directors seeking re-appointment in the AGM

Mr. Madhusudan Jain, the Whole-time Directors whose tenure is being completed on 23rd Jan., 2019 is proposed to be re-appointed at the ensuing annual general meeting till 23rd January, 2022 as per special resolution provided in the notice of AGM.

12.4 Declaration for Independency of Independent Directors

The Company has received necessary declaration from each independent director under Section 149(6) of the Companies Act, 2013 that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015. In the Opinion of the Board, all the independent directors fulfills the criteria of the independency as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

12.5 Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4(Four) times in financial year 2017-18 viz., on 29thMay, 2017, 12th August, 2017, 14th November 2017 and 14thFeb., 2018. The maximum interval between any two meetings did not exceed 120 days.

12.6 Annual evaluation by the Board

The Company has devised a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors. The evaluation processinter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se Board members, effective participation, domain knowledge, compliance which code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson. The Chairman of the respective Committees hared the report on evaluation with the respective committees members. The performance of each committees was evaluated by the Board, Based on report on evaluation receive committees.

The report on performance evaluation of the Individuals Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

13. COMPANY'S 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 hosted at the website of the Company at www.dnhindia.com.

14. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended 31stMarch, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2018 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

15. COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board has the following four Committees as follows: (a) Audit Committee (b) Nomination and Remuneration Committee (c) Stakeholders' Relationship Committee (d) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

16. RELATED PARTY TRANSACTIONS

16.1 Related Party transaction are not material and on arms length basis in the ordinary course of business

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

16.2 Approval of the related party transactions by the Board and Audit Committee

All Related Party Transactions is having prior approval of Audit Committee and which is reviewed by the Audit committee and Board. The statement is supported by a Certificate from the CEO &MD and the CFO. The Company has Policy for Related Party Transactions, Standard Operating Procedures for purpose of identification and monitoring of such transactions. Since, there is no material related party transaction in the company. Therefore, the company is not required to attach Form AOC-2.

16.3 Policy on the related party transactions

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 and is hosted on the website of the Company at www.dnhindia.com.

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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.

18. AUDITORS& COMMENTS ON THE OBSERVATION BY THE AUDITORS

18.1 Statutory Auditors Appointment and their Report

The Company's Auditors, M/s M. S. Dahiya & Co., Chartered Accountants, (F.R.No. 013855C) who were appointed for a term of one year at the Annual General Meeting of the Company held on 29thSeptember, 2017, therefore tenure of M/s M. S. Dahiya & Co., will be over on the conclusion of the ensuing annual general meeting and they will be rotate by as per provision of section 139 of the Companies Act 2013. Board of Director proposed there-appointment of M/s M. S. Dahiya & Co., Chartered Accountants, Indore (F.R.No. 013855C) as Statutory Auditors of the Company for a term of 1 year. They have confirmed their eligibility under section 141(3)(g) of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company. As required under SEBI (LODR) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report for the year 2017-18which needs any explanation by the Board.

18.2 Cost Records and Auditors Appointment and their Report

Pursuant to provisions of section 148 of the Companies Act,2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its manufacturing activity however, is not required to be audited during the year 2017-18. There is no requirement for appointment of the Cost Auditors for the year 2017-18.

18.3 Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D K Jain & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2017-18 is annexed here with as "Annexure C".

19. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stake holders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

20. CORPORATE GOVERNANCE

As per SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report as Annexure D.

20.1 CEO & CFO certification

Certificate from Mr. Harsh Vora, Managing Director and Mr. Sanat Kumar Jain, Chief Financial Officer, pursuant to provisions of the SEBI (LODR) Regulations, 2015 for the year under review was placed before the Board of Directors of the Company at its meeting held on 29thMay, 2018.A copy of the certificate on the financial statements for the financial year ended March, 31, 2018 is annexed along with this Report as Annexure E. Further that the Auditors Certificate on the Corporate Governance is annexed along with this Report as Annexure F.

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013read with Rule, 8 of The Companies (Accounts)Rules, 2014, is annexed herewith as "Annexure G".

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

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report a copy of the annexure may write to the Company Secretary at the Company's Registered Office.

23. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return for the year 2017-18 in form MGT-9 is annexed herewithas "Annexure H".

24. TRANSFER OF AMOUNT OF UNPAID DIVIDEND AND SHARES TO INVESTOR EDUCATION & PROTECTION FUNDS

(IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs. All unpaid or unclaimed dividend are require to be transferred by the company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also transferred to the D-mate account of the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs.2,92,813.50 and has also transfer 30,365 equity shares of Rs. 10/- each to the IEPF Authority as per the requirement of the IEPF rules. The details of the unpaid dividend transferred to the IEPF as well as the equity shares as stated above have been hosted on the website of the Company.

The detail related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company.

The Company shall further transfer the unpaid or unclaimed divided for the year 2010-11 and the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also transferred to the D-mate account of the IEPF Authority as per requirement of the law.

25. DETAILS OF FRAUD

There is no fraud as reported by the Auditors to the Central Government which needs to be disclosed as per requirement of the provisions of section 134(3)(ca) of the Companies Act, 2013 during the year 2017-18. Further that there is no other frauds noticed by the Company which are not required to the reported to the Audit Committee or the Board.

26. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the company.

27. PARTICULARS OF REMUNERATION OF EMPLOYEES

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as Annexure I.

There is no employee drawing remuneration of exceeding Rs.8,50,000/- per month or Rs.1,02,00,000/- per year, therefore the particulars of disclosures of employees as required u/s 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to the Company.

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

The company has in place a policy on prevention, prohibition and redressal of sexual harassment of women at workplace. The primary objective of the said policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. No compliant, however is received by the company under the said policy in FY 2017-18.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: A. Economic Scenario and Outlook:

India has emerged as the fastest growing major economy in the world as per the Central Staffstics Organization (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India's GDP is estimated to have increased 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19 The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Government initiatives such as development of SEZs, industrial corridors, industrial clusters, fab cities and textile parks, and subsidies and tax cuts to manufacturing groups are also fuelling growth in the industrial sector in the region. Improvements in road, rail and marine infrastructure and trade related benefits from governments such as abolishment/reduction in import duties and excise duties on certain imported raw materials and semi-finished goods and special export related incentives on finished goods, machinery and equipment.

The Indian Engineering sector has witnessed a sustainable growth over the last few years driven by increased investments in infrastructure and industrial production. The engineering sector, being closely associated with the manufacturing and infrastructure sectors, is of strategic importance to India's economy.

Program for modernization of plant & machinery will continue from its internal resources and committed to continual quality improvements, R & D & innovations.

B. Industry structure and developments:

Your Company deals only in the one segment i.e. manufacturing and sale of the welding consumable which are mainly used in various sector of industries including infrastructure projects, Thermal Power Plants, Steel, Metal, Cement, etc. New projects in these sectors have important contribution towards growth and profitability of the Company.

C. Quality Management System:

The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Company's policies and practices, governmental regulations and statutes. Internal Audit is conducted by independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company is catering the needs of almost all sectors of Industries, therefore it has a good business cushion against recession in one or other sector as the other sector may improve concurrently.

The Indian Government focus on infrastructure growth will offer more opportunities to capital goods sector. The Banking system in the domestic market is facing an unprecedented situation of uncertainty and economic challenge due to non- performing assets (NPAs). Though the Government and the central Bank are seized of the gravity of the situation and are moving ahead with initiative to contain and resolve the problem, global macro-economic factors, beyond the control of the domestic economy can disrupt the equilibrium. In such a scenario the entire capital goods sector itself will face difficulties due to lack of new projects and liquidity crisis.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally no major risks are foreseen.

F. Human Resources:

We are committed to providing our employees with a work environment that is based on fairness, openness and mutual respect. Our on-ground work force and our employees together are the key to successes of our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the Industry.

G. Health, Safety and environment measures:

Company is committed to meet the highest standards of health, safety and environmental performance. It continues to accord highest priority to conducting safe operations while being responsible towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises.

H. Segment Reporting & Finance performance of the Product:

Company has only one segment i.e. manufacturing of welding consumable and the financial performance of the product is being incorporated in the Director's Report section.

I. Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from the explicit or implicit expectations.

J. Industrial Relations:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

30. ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their since re appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Place: Indore
Date: 14thAugust, 2018 Harsh Vora Sushil Rawka
Managing Director Chairman
DIN 00149287 DIN 00156990

   

D & H India Ltd Company Background

Harsh Kumar Vora
Incorporation Year1985
Registered OfficeA-204 Kailash Esplanade,LBS Marg Ghatkopar (W)
Mumbai,Maharashtra-400086
Telephone91-22-25006441,Managing Director
Fax
Company SecretaryRajesh Sen
AuditorM S Dahiya & Co
Face Value10
Market Lot1
ListingBSE,
RegistrarAnkit Consultancy Pvt Ltd
Plot No. 60,Electronic Complex,Pardeshipura,Indore - 452010

D & H India Ltd Company Management

Director NameDirector DesignationYear
Harsh Kumar Vora Managing Director 2017
Jagdish Chand Kapur Independent Director 2017
Sushil Rawka Non Executive Director 2017
Madhusudan Jain Whole-time Director 2017
Rajesh Sen Company Secretary 2017
Sunil Kathariya Independent Director 2017
Eshanya Guppta Independent Director 2017
Atithi Vora Whole-time Director 2017
Saurabh Vora Whole-time Director 2017
Balraj Kishore Namdeo Addtnl Independent Director 2017

D & H India Ltd Listing Information

D & H India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Product NA 00093.72754
Steel Coils-Traded MT 0000
Wires-Traded MT 0000
Electrodes-Traded Box0000
Welding Electrodes MT 0000
Machine-Traded No 0000
Welding Equipments No 0000
Electrodes MT 0000
Other Operating Revenues NA 0000

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