D & H India Ltd
Directors Reports
To
THE MEMBERS OF D & H INDIA LIMITED
The Directors take pleasure in presenting their 37th Annual Report along with the
Audited Standalone and Consolidated financial statements for the year ended 31st March
2022.
1. Highlights of Performance
• Consolidated income for the year was Rs. 9,123.94 Lakh as compared to Rs.
6775.85 Lakh in the previous year, a increase of 34.55%.
• Consolidated net sales for the year was Rs. 9,073.38 Lakh as compared to Rs.
6761.53 Lakh in the previous year, a increase of 34.19%;
• Consolidated profit/loss before tax for the year was Rs. 225.16 Lakh as compared
to Rs. (94.89) Lakh loss in the previous year;
• Consolidated profit/loss after tax for the year was Rs. 240.03 Lakh as compared
to Rs. (77.75) Lakh loss in the previous year.
2. Financial Results (Rs. In Lakhs except EPS)
| Particulars |
Consolidated |
Standalone |
|
31.03.2022 |
31.03.2021 |
31.03.2022 |
31.03.2021 |
| Revenue from Operations (Net) & other income |
9123.94 |
6775.85 |
9122.72 |
6775.67 |
| Profit before Financial Cost & Depreciation |
528.88 |
217.22 |
582.13 |
217.59 |
| Financial Cost |
142.26 |
138.83 |
141.47 |
137.98 |
| Depreciation |
161.46 |
173.28 |
159.91 |
171.09 |
| Profit Before Tax (PBT) |
225.16 |
(94.89) |
226.75 |
(91.48) |
| Provision for Tax |
(14.88) |
(17.14) |
(14.83) |
(16.70) |
| Profit After Tax (PAT) |
240.03 |
(77.75) |
241.58 |
(74.78) |
| Less: Minority Interest |
- |
- |
- |
- |
| Balance brought forward from previous year |
1023.56 |
1150.36 |
1059.69 |
1183.51 |
| Profit available for Appropriations |
1268.84 |
1023.56 |
1306.50 |
1059.69 |
| Earnings Per Share (Basic and Diluted) |
2.99 |
(0.92) |
3.01 |
(0.88) |
Review of Operations /State of Affairs:
During the financial year 2021-22, the Company has posted total revenue from operations
of Rs. 9073.38 lakhs as against Rs. 6761.53 lakhs in the previous financial year 2020-21
representing increase in total revenue of 34.19%.
During the year ended on March 31, 2022, the Earnings before Interest, Depreciation and
Tax (EBIDTA) has been increased to Rs. 582.13 lakhs as against the EBIDTA of Rs. 217.59
lakhs in the corresponding previous financial year.
The Net Profit before tax of the Company for the financial year 2021-22 has been
increased to Rs. 226.75 lakhs as compared to a loss of Rs. 91.48 lakhs during the previous
financial year.
3. Dividend
In order to conserve resources, your directors do not recommend any dividend for the
Financial Year 2021-22 (Previous Year 2020-21 Rs. Nil) and proposes to retain the profits
for future requirements of the Company.
4. Share Capital
The paid-up Equity Share Capital as on 31st March 2022 was Rs. 740 Lakh divided into 74
Lakh equity shares of Rs. 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 issued sweat equity shares. Your company has applied
for re-classification of certain promoters to non-promoters to BSE Limited and the status
of the application is in process at the level of BSE Limited.
5. Transfer of profits to reserves
During the year under review your company has not transferred any amount to the general
reserves. (Previous year Nil)
6. Finance
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.
7. Public Deposits
Your Company has not accepted deposits 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 unclaimed deposits as on 31st March, 2022. Further, the Company has
not accepted any deposit or loans in contravention of the provisions of the Chapter V of
the Companies Act, 2013 and the Rules made there under.
| S.No. Particulars |
Amt in Rs. |
| 1 Details of Deposits accepted during the year |
Nil |
| 2 Deposits remaining unpaid or unclaimed at the end of the year |
Nil |
| 3 Default in repayment of deposits At the beginning of the year Maximum during the
year At the end of the year |
N.A. |
| 4 Deposits not in compliance with law |
N.A. |
| 5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed |
N.A. |
8. Subsidiaries & Associates
As on 31st March 2022 Your Company has following companies as its Subsidiaries and
Associate. Further, your company is not a subsidiary, associate or joint venture of any
other company during the period under review: -
| S. Name of the Company No. |
Status as on 1st April, 2021 |
Any change in status |
Status as on 31st March, 2022 |
| 1 V & H Fabricators Pvt. Ltd. |
Wholly Owned Subsidiary |
No Change |
Wholly Owned Subsidiary |
| 2 Commonwealth Mining Pvt. Ltd. |
Associate (Company has applied for Strike off name and the approval is pending from
the Registrar of Companies) |
Strike-off orders received and dissolved w.e.f 27.10.2021 |
N.A. |
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company
has prepared Consolidated Financial Statements of your Company which forms part of this
Annual Report. Further, a Statement containing salient features of financial information
of the Subsidiary Company and Associate is disclosed in the prescribed form AOC-1,
pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, is annexed to this Report as "Annexure-A". The Statement
also provides details of performance and financial position of above mentioned Companies.
On request by the shareholder, the Company shall provide a copy of financial statements in
respect of its Subsidiary Company.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the
Standalone and Consolidated Audited Financial Statements and the related information of
the Company and the Audited Accounts of the Subsidiary Company, are available on our
website i.e. www.dnhindia.com These documents shall also be available for
inspection during the business hours, i.e. between 10.00 A.M. to 6.00 P.M. on all working
days (except Saturday and Sunday) at the Registered Office of the
Company. In accordance with the IND AS-110, the Consolidated Financial Statements are
furnished herewith and forms part of this Annual Report.
The consolidated and standalone financial statements are in compliance with the
applicable Indian Accounting Standards (IND AS) to the Company.
9. Director & Key Managerial Personnel's:
Executive Directors and KMPs
Your Company is having requisite Key Managerial Personnel as per the requirements of
section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There
are no changes in the composition of key managerial personnel during the year under review
except the following: -
(a) Mr. Madhusudan Jain (DIN: 00149287) Whole-time Director has resigned from the
Directorship w.e.f. 7th April, 2021.
(b) Mr. Sanat Kumar Jain has resigned from the post of Chief Financial Officer w.e.f.
21st June, 2021.
(c) Miss Suhani Vora (DIN: 09237526) was appointed as an Additional Director on the
Board of the Company in the category of Non-Executive Promoter Director w.e.f. 6th August
2021 and the said appointment was subsequently confirmed by the members in the 36th AGM
held on 30th September 2021.
(d) Mr. Rajesh Songirkar was appointed as the Chief Financial Officer w.e.f. 24th June,
2021; Declaration for Independency of Independent Directors
The Company has received necessary declarations from all the independent directors as
required under section 149(6) of the Companies Act, 2013 confirming that they meet the
criteria of Independence as per the SEBI (LODR) Regulation, 2015 and the Companies Act,
2013. In the Opinion of the Board, all the independent directors fulfill the criteria of
the independency as required under the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015.
All Independent Directors have registered themselves with Independent Directors Data
Bank maintained by IICA.
Directors liable to retire by rotation seeking re-appointment:
Mr. Saurabh Vora (DIN: 02750484) Director liable to retire by rotation at the ensuing
AGM and being eligible offers himself for re-appointment. Your directors recommend passing
necessary resolution as proposed in the Item No. 2 of the Notice.
10. Remuneration and Nomination Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee (NRC)
framed a nomination, remuneration and evaluation policy which lays down the criteria for
identifying the persons who are qualified to be appointed as directors and/or senior
management personnel of the company, along with the criteria for determination of
remuneration of directors, KMP's and other employees and their evaluation and includes
other matters, as prescribed under the provisions of section 178 of Companies Act, 2013
and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at
the website of the Company at Link:- http://www.dnhindia. com The details of the same are
also covered in Corporate Governance Report forming part of this Annual Report.)
11. Board Meeting and Committees of the Board:
11.1 Number of meetings of the Board:
During the financial year, Five (5) Board meetings were convened. The details of
which are given in the corporate Governance report. The intervening gap between the
meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR)
Regulations, 2015.
11.2 Committees of the Board
In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and
other purposes the Board has the following 3 (Three) committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee (NRC)
(c) Stakeholders' Relationship Committee (SRC)
Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC)
under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. A detailed note on the Board and its committees is provided under
the Corporate Governance Report section in this report.
12. Particulars of Loans, Guarantees or Investments by Company
During the period under review, your company has not provided any loans, guarantees, or
provided any security or made any fresh 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 details as specified in the relevant Notes in the Financial Statements.
The Investment made and loan given by the company are within the limits as provided in
section 186 of the Companies Act, 2013. In addition to the above, the company has policy
of providing advances against salary or otherwise to employees of the company.
13. Whistle Blower Policy/ Vigil Mechanism
The Company has established a Vigil Mechanism that enables the Directors and Employees
to report genuine concerns. The Vigil Mechanism provides for -
A. Adequate safeguards against victimization of persons who use the Vigil Mechanism;
and
B. Direct access to the Chairperson of the Audit Committee of the Board of Directors of
the Company in appropriate or exceptional cases.
Details of the Vigil Mechanism / Whistle Blower Policy of the Company are made
available on the company's website http://www.dnhindia.com and have also been provided as
"Annexure-B" of part of this Board report.
During the year under review no disclosure from any Whistle Blower was received by the
designated officer under the Vigil Mechanism.
14. Transfer of Amounts to Investor Education and Protection Fund
The details 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
details of the nodal officer appointed by the company under the provisions of IEPF is
available on the Company's website at http://www.dnhindia.com.
An amount of Rs.3,29,581/- in respect of unpaid/unclaimed dividend declared for the FY
2013-2014 as well as 34,789 equity shares of face value of Rs.10/- each, in respect of
unpaid/unclaimed dividend declared in FY 2013-2014, was transferred, and credited to the
IEPF during the year. The investors may claim their unpaid dividend and the shares from
the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as
prescribed.
15. Energy Conservation, Technology Absorption and Foreign Exchanges 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, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
C".
16. 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
D".
None of the employees have drawn remuneration of Rs 8,50,000/- per month or Rs'
1,02,00,000/- per year, therefore the particulars 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.
17. Risk Management & Internal Financial Control and Its Adequacy
The Company has an effective risk management framework for identifying, prioritizing
and mitigating risks which may impact attainment of short and long-term business goals of
your company. The risk management framework is aligned with strategic planning, deployment
and capital project evaluation process of the Company. The process aims to analyze
internal and external environment and manage economic, financial, market, operational,
compliance and sustainability risks and capitalizes opportunities of business success.
The Internal Financial control framework has been designed to provide reasonable
assurance with respect to recording and providing reliable financial and operational
information, complying with applicable laws, safeguarding assets from unauthorized use,
executing transaction with proper authorization and ensuring compliances with corporate
policies.
18. Annual evaluation by the Board
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant the provision of the act and the
corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.
The performance of the board was evaluated by the Board after seeking inputs from all
the Directors on the basis of criteria such as board composition and structure,
effectiveness of board processes, information and functioning, etc. as provided by the
Guidance Note on Board Evaluation issued by the SEBI.
The performance of the committee was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of the committee,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual director on the basis of criteria such as the contribution of the individual
directors to the board and committee meeting like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meeting, etc.
19. Director's Responsibility Statement
Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability, confirm : -
a) that in the preparation of the annual financial statements for the year ended 31st
March 2022, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and applied them
consistently and have made judgment 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 year ended 31st March 2022 and of the profit of the Company for that period;
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 the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
20. Auditors and Auditor's Report & Comments on the Observations by the Auditors
Statutory Auditors Appointment and their Report
The Company's Auditors, M/s Devpura Navlakha & Co., Chartered Accountants,
(FRN 121975W) were appointed for a term of Five years at the AGM of the Company held on
30th September 2020. Your Board is pleased to inform that there are no such observations
made by the Auditors in their report for the year 2021-22 which needs any explanation by
the Board.
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 records are maintained
by the Company in respect of its manufacturing activity however, the same are not required
to be audited during the year 2021-22. There is no requirement for appointment of the Cost
Auditors for the year 2022-23.
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
2021-22 is annexed herewith as "Annexure E".
Your Board is pleased to inform that there are no such observations made by the
Secretarial Auditors in their report for the year 2021-22 which needs any explanation by
the Board.
21. Management Discussion and Analysis Report
The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2)
(e) read with Schedule V of the SEBI (LODR) Regulations, 2015, for the year under review
is given as a separate Report in the Annual Report.
22. Corporate Governance
Your Company firmly believes and adopts the highest standard of practice under
Corporate Governance. A separate section on Corporate Governance is attached in which the
following Certificates are given: -
1) Certificate from Mr. Harsh Vora, Managing Director and Mr. Rajesh Songirkar, 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 28th May, 2022;
2) Auditor's Certificate on the Corporate Governance.
3) Certificate from M/s Ritesh Gupta & Co., Practicing Company Secretary, Indore
stating that none of the directors on the Board of the company have been debarred or
disqualified from being appointed or continuing as directors of companies by the
Board/Ministry Corporate Affairs.
23. CSR Initiatives
In view of the paid-up capital, profits and turnover of your company, it does not fall
under the provisions of the section 135 of the Companies Act, 2013 and the rules made
their under.
24. Annual Return
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return
in form MGT-7 for the year ended 31st March, 2022 is hosted on http://www.dnhindia.com.is
provided through the following link: http://www.dnhindia.com/PDFs/Annual Return N /Form
MGT 7 as on 31 03 2022.pdf. The same shall be filed to Registrar of Companies pursuant to
AGM to be held on 30th September 2022.
25. Related Party Transactions
All related party transactions that were entered into during the financial year under
review were on arm's length basis and in the ordinary course of the business. Thus,
disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 is not
required. There were no material significant Related Party Transactions made by the
Company during the year that require shareholders' approval under Regulation 23 of the
Listing Regulations or under section 188 of the Companies Act, 2013.
All Related Party Transactions were placed before the Audit Committee for prior
approval. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are repetitive in nature or the need for them cannot be foreseen in advance.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website. Disclosure as required under section 134(3)(h) of the Companies Act,
2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of
the Company at www.dnhindia.com
26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Company has zero tolerance towards sexual harassment at workplace. It has a well -
defined policy in compliance with the requirements of the Sexual Harassment of women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there
under. An Internal Committee is in place to redress complaints received regarding sexual
harassment. The Company has not received any complaint of sexual harassment during the
financial year 2021-2022.
27. Economic Scenario and Outlook
The low economic growth appears to have bottomed out and a gradual increase in economic
activity is expected in 2022. The medium term to long term growth prospects looks positive
in view of the Government's determination to bring in reforms. For the year 2022-23, the
economy is expected to grow at a higher rate than in 2021-22. The long-term prospects for
the economy are optimistic.
28. Occupational Health & Safety (OH&S)
With regard to contractor safety, the two key focus areas identified were :
• Facility Management for the contractors' employees
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.
• Equipment, Tools & Material Management.
The Equipment, Tools & Material Management program ensured that the tools used by
the 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'.
29. 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
greater focus:
• 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.
30. Significant and material orders passed by the Regulators or Courts:
There are no significant material orders passed by the Regulators/Courts of law which
have impact on the going concern status of the Company and its future operations.
31. Enhancing Shareholders Value
Your Company believes that its members are the most important stakeholders.
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.
32. Material changes and commitments affecting the financial position of the company.
No material changes and commitments affecting the financial position of the Company
occurred during the Financial Year to which these financial statements relate and the date
of report.
33. Details of Fraud
There are no instances of fraud 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 2021-22.
34. Change in business.
During the year under review, there was no change in the nature of business of the
Company.
35. Covid-19 Impact.
The impact assessment of Covid-19 is a continuing process given the uncertainties
associated with its nature and duration accordingly the impact may be different from that
estimated as at the date of approval of these financial results. The company will continue
to monitor any material changes to future economic conditions.
36. Provision of Voting by Electronic Means.
Your Company is providing E-voting facility as per section 108 of the Companies Act,
2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules,
2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical
meeting will be held, and your company has make necessary arrangements with CDSL to
provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting
facility are provided with the notice of the Meeting.
37. General.
Your directors state that during the year under review:
a. The Company has not issued shares (including sweat equity shares) to employees of
the Company under any scheme.
b. The company has not filed any application or there is no application or proceeding
pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year
under review.
c. There is no requirement to conduct the valuation by the bank and Valuation done at
the time of one-time Settlement during the period under review.
d. Neither the Managing Director nor the Whole-time Directors receive any remuneration
or commission from its subsidiary.
e. The Company has complied with the applicable Secretarial Standards under the
Companies Act, 2013.
f. The company is not required to have risk management Committee; However, the Audit
Committee will frame, implement and monitor the risk management plan for the Company.
38. Acknowledgments
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 sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
|
|
For and on behalf of the Board |
|
Harsh Vora |
Sushil Rawka |
| Place: Indore |
Managing Director |
Director |
| Date: 6th August 2022 |
DIN 00149287 |
DIN 00156990 |
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