Close
x
  • SMC open account icon Open an A/C
    • Open an A/C
    • CHOOSE YOUR OPTION(S)
    • Trading A/c
    • Mutual Fund A/c
    • NBFC A/c
    • NPS A/c
  • SENSEX Dec 07 2021 11:50
    57,633.40 +886.26 ( +1.56%)
  • NIFTY Dec 07 2021 11:54
    17,161.35 +249.10 ( +1.47%)
  • SENSEX Dec 07 2021 11:50
    57,633.40 +886.26 ( +1.56%)
  • NIFTY Dec 07 2021 11:54
    17,161.35 +249.10 ( +1.47%)
  • Nasdaq Dec 07 2021 04:30
    15,225.15 +139.68 ( +0.93%)
  • DJIA Dec 07 2021 04:30
    35,227.03 +646.95 ( +1.87%)
  • S&P 500 Dec 07 2021 04:30
    4,591.67 +53.24 ( +1.17%)
  • Hang Seng Dec 06 2021 02:10
    23,349.38 -417.31 (-1.76%)
  • Crude Oil Dec 07 2021 11:50
    5,324.00 +125.00 ( +2.40%)
  • Gold Dec 07 2021 11:50
    47,930.00 +16.00 ( +0.03%)
  • Silver Dec 07 2021 11:50
    61,550.00 +280.00 ( +0.46%)
  • Copper Dec 07 2021 11:50
    730.15 -3.95 (-0.54%)
  • Pound / Rupee Dec 23 2016 22:30
    99.31 -0.28 (-0.28%)
  • Dollar / Rupee Dec 23 2016 22:30
    75.06 +0.19 ( +0.25%)
  • Euro / Rupee Dec 23 2016 22:30
    84.87 +0.11 ( +0.13%)
  • Yen / Rupee Dec 23 2016 22:30
    0.67 0.00 ( +0.43%)

BSE Code : | NSE Symbol : | ISIN:| SECTOR : |

NSE BSE
 

Volume 280564

Prev. Close

Open Price

Bid Price (QTY)

Offer Price (QTY)

 

Today’s High/Low -

52 wk High/Low -

Key Stats

MARKET CAP (RS CR) 15.39
P/E 12.09
BOOK VALUE (RS) 39.8047297
DIV (%) 0
MARKET LOT 1
EPS (TTM) 1.72
PRICE/BOOK 0.522550967102786
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%)
4

News & Announcements

11-Nov-2021

D & H India reports consolidated net profit of Rs 0.43 crore in the September 2021 quarter

06-Nov-2021

D & H India to declare Quarterly Result

07-Aug-2021

D & H India reports consolidated net profit of Rs 0.21 crore in the June 2021 quarter

07-Aug-2021

D & H India to conduct AGM

06-Nov-2021

D & H India to declare Quarterly Result

07-Aug-2021

D & H India to conduct AGM

30-Jul-2021

D & H India to discuss results

16-Jun-2021

D & H India to table results

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

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 49988 0.68
Total Institutions 2415 0.03
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 430687 5.82
Total Promoters 3619859 48.92
Total Public & others 3297051 44.56
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 35th Annual Report along with the audited standalone

and consolidated financial statements for the year ended 31st March, 2020.

1. Highlights of Performance

• Consolidated income for the year was Rs. 7914.12 Lakh as compared to Rs. 7985.29 Lakh in the previous year, a decrease of 0.89%.

• Consolidated net sales for the year was Rs. 7901.83 Lakh as compared to Rs. 7941.07 Lakh in the previous year, a decrease of 0.49%;

• Consolidated loss before tax for the year was Rs.(189.03) Lakh as compared to Rs. 244.46 Lakh profit in the previous year;

• Consolidated loss after tax for the year was Rs. (171.94) Lakh as compared to Rs.191.18 Lakh Profit in the previous year.

2. Financial Results (Rs. In Lakh)

Particulars

Consolidated

Standalone

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from Operations (Net) & other income 7914.12 7985.29 7913.94 7980.79
Profit before Financial Cost &Depreciation 170.06 595.93 171.18 597.44
Financial Cost 180.31 176.35 179.54 174.24
Depreciation 178.78 175.12 176.56 172.89
Profit Before Tax (PBT) (189.03) 244.46 (184.92) 250.31
Provision for Tax (17.09) 53.28 (16.66) 54.20
Profit After Tax (PAT) (171.94) 191.18 (168.25) 196.11
Less: Minority Interest - - - -
Balance brought forward from previous year 1322.71 1131.51 1351.76 1155.65
Profit available for Appropriations 1150.36 1322.72 1183.51 1351.76
Earnings Per Share (Basic and Diluted) (2.34) 2.54 (2.29) 2.61

3. Dividend

In order to incur loss during the financial year your directors regret their inability to declare any dividend for the financial year 2019-20. (Previous year Nil).

4. Share Capital

The paid up Equity Share Capital as on 31st March, 2020 was Rs. 740.00 Lakh divided into 74.00 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 sweat equity.

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 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, 2020. 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.

Further, your company has filed form DPT-3 for the Annual compliance as at 31st March, 2020 for the amount received by the company which is not under the purview of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules, 2014 as amended form time to time.

8. Subsidiaries & Associates

As on 31st March, 2020 Your Company is having following companies as its Subsidiaries and Associate from the starting of the financial year 2019-20 and till the end of the year. 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, 2019 Any change in status Status as on 31st March, 2020
1 V & H Fabricators Pvt. Ltd. Wholly Owned Subsidiary No Change Wholly Owned Subsidiary
2 Commonwealth Mining Pvt. Ltd. Associate Company filed application u/s 248 of the Companies Act, 2013 in form STK-2 for removal of its name from Register of Companies on 12/03/2020 Associate. (Strike off name approval is pending from the Registrar of Companies)

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which is forming 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 format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report "Annexure-A". The Statement also provides details of performance and financial position of above said Companies. The Company will provide a copy of annual account in respect of its subsidiary and Associate Company to shareholder who asks for it.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated 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 Accounting Standard AS-21, the Consolidated Financial Statements are furnished herewith and form part 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 adequate Key Managerial Personnel's as per requirements of section 203 of the Companies Act, 2013 as well as the SEBI (LODR) Regulations, 2015. There is no change in the key managerial personnel's during the year under review.

Declaration for Independency of Independent Directors

The Company has received necessary declaration 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 fulfills 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. The independent directors taking affective steps to pass the proficiency test as per requirement of the Companies Act, 2013.

Independent Directors seeking re-appointment:

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a term of five consecutive years on the Board of the Company of Shri Eshanya B Guppta (DIN: 01727743) and Shri Sunil Kathariya (DIN: 07155856) as Independent Directors was due to be completed on 14th May, 2020. Further, Members at their 34th Annual General Meeting (AGM) held on September 30, 2019 have already re-appointed them as the Independent Directors for a further term of 5 (five) consecutive years w.e.f. 15th May 2020. Further, Shri Balraj Kishore Namdeo (DIN: 06620620) was appointed as the Additional Director under the category of Independent Director by the Board of Directors at their meeting held on 29th March, 2019 w.e.f. 1st April, 2019 which was further confirmed by the members of the company in the 34th Annual General Meeting held on 30th Sept., 2019. The Independent Director are not liable to rotation.

Directors liable to retire by rotation seeking re-appointment:

Shri Sushil Rawka (DIN:00156990) and Mrs. Atithi Vora (DIN: 06899964) Directors of the company are liable to retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 2 & 3 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:

Total Four (4) meetings of the Board were held during the year. The intervening gap between any two meetings was not exceeding 120 days as prescribed by the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. For further details of the meetings, please refer the Corporate Governance Report which forms part of this report.

 

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 and given loan to the following companies.

S. Name of company No. Status of Company Type of Investment Amount of investment as on 31.03.2020 (Rs. In Lakh)
1 V & H Fabricators Pvt. Ltd. Wholly Owned Non-Current 172.37
Subsidiary Investment
Loans 7.01
2 Investment in the shares of the Listed Companies - Non Current Investment 13.34

The Investment made 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 policy and provides advances against salary or otherwise to employees of the company and on which no interest being charged.

13. Whistle Blower Policy/ Vigil Mechanism

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism / Whistle Blower Policy of the Company can be accessed on the Company's website at the link: http://www.dnhindia.com and the same is being attached with this Report as "Annexure-B ".

All the employees have the right / option to report their concern / grievance to the Chairman of the Audit Committee. During the year under review no protected 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

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 required 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 be transferred to the D-mate account of the IEPF Authority. Accordingly, the company has already transferred the unclaimed and unpaid dividends of Rs.1,94,349/- and has also transfer 32,410 shares of Rs. 10/- each to the IEPF Authority for the year 2011-12 as per the requirement of the said IEPF rules.

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 dividend for the year 2012-13 and the shares on which dividend has not been paid or claimed by the shareholder for seven consecutive year or more shall also transferred to the D-mate account of the IEPF authority as per the requirement of the Law.

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 employee was drawing remuneration of '8,50,000/- per month or '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

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

In pursuance of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Director's statement, as an averment of their responsibility, is as under:

(i) The Company has, in the preparation of the annual accounts for the year ended March 31, 2020, followed the applicable accounting standards along with proper explanations relating to material departures, if any.

(ii) They 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 as at 31st March 2020 and of the Loss of the Company for the year ended.

(iii) They have taken proper and sufficient care to the best of their knowledge 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.

(iv) They have prepared the annual accounts for the financial year ended 31stMarch 2020 on a going concern basis.

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

 

(vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and those 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 Lokesh Vyas & 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 30th September, 2019, therefore their tenure will be concluded on the conclusion of the 35th Annual General Meeting.

Your Board of Directors upon the recommendation of the Audit Committee have proposed appointment of M/s Devpura Navlakha & Co., Chartered Accountants Ahmadabad (FRN 121975W)

as Statutory Auditors of the Company for a term of 5 (Five) year. The proposed Auditors 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 2019-20which 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 audit records maintained by the Company in respect of its manufacturing activity however, is not required to be audited during the year 2019-20. There is no requirement for appointment of the Cost Auditors for the year 2020-21.

 

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 2019-20 is annexed herewith as "Annexure E".

The Secretarial Audit Report for the year 2019-20 is self-explanatory except the some observation made and managements submit their comments;

(a) The company has delayed in filing of statement of Related Party Transactions under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the half year ended 30.09.2019. It was required to be filed within a period of 30 days from the submission of the Financial Results to the Stock Exchange, i.e., on or before 8th December, 2019, whereas the company has filed the same on 11th June, 2020.

(b) The Company has not filed Annual Return on Foreign Assets and Liabilities for the F.Y. 2018-19 with RBI which required as per RBI AP (DIR Series) Circular No.37 dated June 28, 2019.

Management comment to point no. (a) to (c)

The observations raised by the Secretarial Auditors are relating to the procedural lapses, without any mala fide intentions. In advertently, the same could not be uploaded within time limit, however it has been filed delayed and complies with the requirements, therefore, it is not prejudice to the interest of any stakeholder as such.

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2) (e) of the SEBI (LODR), 2015 read with Schedule V of the SEBI (LODR) Regulations, 2015, for the year under review is given as a separate 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 Certificate's:-

1) 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 25th July, 2020;

2) Auditors 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 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.

24. Extract of Annual Return

As provide under Section 92(3) of the act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual return is given in "Annexure- F" in the

prescribed Form MGT-9, which is a part of this report. Copy of the Form MGT-9 is also available at the website of the company www. dnhindia. com

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 materially significant Related Party Transactions made by the Company during the year that require shareholders' approval under Regulation 23 of the Listing Regulations.

All Related Party Transactions are 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 when 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. 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

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 financial year 2019-2020.

27. Economic Scenario and Outlook

The low economic growth appears to have bottomed out and a gradual increase in economic activity is expected in 2020. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms. For the year 2020, the economy is expected to grow at a lower rate than in 2019 due to COVID-19 pandemic effect. The long term prospect for the economy is optimistic.

28. 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'.

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 would 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 among its 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.(COVID Effect)

The outbreak of the novel corona virus pandemic (Covid-19) is causing significant discrepancies in economic activities, the impact of which has been discussed in Review of Operations and the Management Discussion and Analysis report which forms part of this Annual Report.

Except the above no material changes and commitments affecting the financial position of the Company occurred during the Financial Year to which this financial statements relate and the date of report.

33. 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 2019-20.

34. Change in the nature of business.

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

35. Covid-19 Impact.

In the last month of FY 2019-2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees and on minimizing disruption to services for all our customers globally. The operations of the Company were completely suspended w.e.f. 23rdMarch, 2020 as per the directives of Government due to Covid-19 pandemic and now resumed in a phased manner w.e.f. 23rd May, 2020 taking into account directives from the Government. As a result of lockdown the volume for the month of March, 2020 have been affected and consequently, the performance for the Month of March, 2020 and the June-2020 quarter has also been affected. The Company has evaluated the impact of this pandemic in its business operations, liquidity and financial position and based on management review of current indicators and economic conditions; there is no material impact on its financial results as at 31st March, 2020.

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 under 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 is provided with the notice of the Meeting.

37. 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: 31st August, 2020 DIN 00149287 DIN 00156990

   

D & H India Ltd Company Background

Sunil KathariyaHarsh 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
AuditorDevpura Navlakha & 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 2020
Sushil Rawka Non-Exec & Non-Independent Dir 2020
Rajesh Sen Company Secretary 2020
Sunil Kathariya Chairman & Independent Directo 2020
Eshanya Guppta Non-Exec. & Independent Dir. 2020
Atithi Vora Whole-time Director 2020
Saurabh Vora Whole-time Director 2020
Balraj Kishore Namdeo Non-Exec. & Independent Dir. 2020

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

Contact us Contact us