Doms Industries Ltd
Directors Reports
Dear Members,
Your Directors hereby present their Seventeenth integrated Annual Report highlighting
the Company's business and operations along with the Audited Financial Statements of your
Company, DOMS Industries Private Limited ("DOMS" and/or "the Company")
for the Financial Year 2022 - 2023. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.
Exhibit 1: Financial Highlights
(Rs. in lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
108,246.67 |
61,819.52 |
121,189.04 |
68,360.12 |
| Other Income |
389.89 |
215.03 |
463.25 |
262.34 |
| Total Income |
108,636.56 |
62,034.55 |
121,652.29 |
68,622.46 |
| Operating Profit |
16,771.52 |
6,089.98 |
19,129.21 |
7,233.67 |
| Finance Cost |
1,001.22 |
862.57 |
1,188.00 |
1,029.98 |
| Depreciation |
3,836.60 |
3,614.84 |
4,065.03 |
3,801.33 |
| Profit/ (Loss) before Tax |
11,933.70 |
1,612.57 |
13,876.28 |
2,402.35 |
| Less: Provision for Tax |
|
|
|
|
| Current Tax |
3,271.93 |
525.38 |
3,785.24 |
753.81 |
| Deferred Tax |
(196.28) |
(97.68) |
(196.07) |
(65.42) |
| Profit/ (Loss) for the year |
8,858.05 |
1,184.87 |
10,287.11 |
1,713.96 |
| Other Comprehensive Income/ (Loss) |
(7.28) |
(72.46) |
(3.20) |
(72.46) |
| Total Comprehensive Income/ (Loss) for the year |
8,850.77 |
1,112.41 |
10,283.91 |
1,641.50 |
Reserves
The Company does not propose to transfer any amount to its general reserve and the
amount available for appropriation is proposed to be retained in surplus in the Statement
of Profit and Loss.
Dividend
In line with Dividend Distribution Policy of the Company, the Board of Directors of the
Company on June 16, 2023, have declared and paid an interim dividend of Rs. 250 per Equity
Share for the Financial Year 2022 - 2023. Further, considering the significant growth
opportunities in our current business, we believe that expansion of production capacities
should maximize returns for our shareholders in the near future. Hence, pursuant to the
growth opportunities, the Board of Directors of the Company does not recommend any final
dividend for the Financial Year 2022 - 2023.
Revenues
Standalone
During the Financial Year 2022 - 2023, the Company's standalone revenues from
operations stood at Rs. 108,246.67 lakhs, a significant increase of 75.10 % as compared to
Rs. 61,819.52 lakhs during the previous Financial Year. Further, for the Financial Year
2022 - 2023, domestic sales and export sales were Rs. 87,733.48 lakhs and Rs. 20,289.50
lakhs respectively, as compared to Rs. 49,133.09 lakhs and Rs. 12,479.32 lakhs during the
previous Financial Year.
Exhibit 2: Standalone Revenue Comparison (Rs. in lakhs)
Consolidated
In line with growth in standalone revenues coupled with the high growth in revenues of
Pioneer Stationery, consolidated revenues are also registered a healthy growth of 77.28 %
in Financial Year 2022 - 2023, to Rs. 121,189.04 lakhs as compared to Rs. 68,360.12 lakhs
during the previous Financial Year. Further, for the Financial Year 2022 - 2023, domestic
sales and export sales were Rs. 95,021.22 lakhs and Rs. 25,744.73 lakhs respectively as
compared to previous Financials Yearfigure of Rs. 51,580.94 lakhs and Rs. 16,461.08 lakhs.
Exhibit 3: Consolidated Revenue Comparison (Rs. in lakhs)
Profitability
Standalone
Operating Profit on a standalone basis for the Financial Year 2022 - 2023 increased to
Rs. 16,771.52 lakhs from Rs. 6,089.98 lakhs during the previous Financial Year. During the
Financial Year 2022-2023, the Company's Net Profit after Tax was Rs. 8,858.05 lakhs as
compared to Net Profit after Tax was Rs. 1,184.87 lakhs during the previous Financial
Year.
Consolidated
Consolidated Operating Profit for the Financial Year 2022 - 2023 stood at Rs. 19,129.21
lakhs from Rs. 7,233.67 lakhs during the previous Financial Year. During the Financial
Year 2022 - 2023, the Company's Net Profit after Tax was Rs. 10,287.11 lakhs as compared
to Net Profit after Tax was Rs. 1,713.96 lakhs during the previous Financial Year.
Public Deposits
During the Financial Year 2022 - 2023, the Company has neither accepted nor invited any
deposits under Section 73 of The Companies Act, 2013. Further, during the Financial Year
2022 - 2D23, the Company has taken Rs. 50 lakhs of unsecured loan from its directors,
shareholders and their relatives.
As on March 31, 2023 the total outstanding amount of unsecured loan was Rs. 2,315.82
lakhs.
Material Changes and Commitments
No material changes and commitments, which affect the financial position of the Company
except that, the Company increased its Authorised Share Capital from Rs. 50 Lakhs to Rs.
70 Crores. Thereafter, the Company has increased its Paid-up Share Capital from Rs. 37.25
lakhs divided into 372,518 Equity Shares of Rs. 10 each to Rs. 5,625.02 lakhs divided into
56,250,218 Equity Shares of Rs. 10 each by way of issuance of Bonus Shares to its existing
Shareholders.
Consolidated Financial Statement
The Consolidated Financial Statements of the Company for Financial Year 2022 - 2023 are
prepared in accordance with Indian Accounting Standards (Ind AS) as per The Companies
(Indian Accounting Standards) Rules, 2015 notified under Section 133 of The Companies Act,
2013 and other relevant provisions of The companies Act, 2013, The Consolidated Financial
Statements have been prepared on the basis of audited financial statements of your
Company, its associate and subsidiary company, as approved by their respective Board of
Directors.
Share Capital Authorised Share Capital
During the Financial Year 2022 - 2023, there has been no change in Authorized Share
Capital of the Company.
Paid-Up Share Capital
During the Financial Year 2022 - 2023, paid-up Share Capital of the Company continues
to be Rs. 37.25 lakhs divided into 372,518 Equity Shares of Rs. 10 each.
Change in the Nature of Business
There has been no change in the nature of business of the Company during the Financial
Year 2022 - 2023. Audit Committee
During the Financial Year 2022 - 2023, the Company continues to be a Private Company.
Hence, the provisions of Section 177 of The Companies Act, 2013 are not applicable.
Details of Significant and Material Orders
No significant and material orders were passed by the regulators or courts or tribunals
which would impact the going concern status and future operations of your Company.
Directors and Key Managerial Personnel
a. Changes in Directors and Key Managerial Personnel:
Mr. Rahul B. Shah, was appointed as Chief Financial Officer ('CFO') of the Company
w.e.f. December 12, 2022.
Mr. Stefano De Rosa (DIN: 07504773), was resigned from the post of Director of the
Company w.e.f. January 27, 2023.
Further, w.e.f. April 17, 2023, Mr. Cristian Nicoletti (DIN: 10042858) was appointed as
Additional Director of the Company and he holds office up to the date of this Annual
General Meeting ('AGM'). Approval of Members is being sought at the forthcoming Annual
General Meeting of your Company for regularization of his appointment as Non-Executive
Director.
Mrs. Chandni Somaiya (DIN: 02003554) and Mr. Ketan Rajani (DIN: 02490829) appointed as
Whole time Directors of the Company w.e.f. July 06,2023. Prior to that they were Directors
of the Company.
Mitesh Padia, Associate Member of Institute of Company Secretaries of India ('ICSI')
has been appointed as full time Company Secretary of the Company w.e.f. July 06, 2023.
b. Declaration by the Independent Directors: During the Financial Year
2022 - 2023, the Company continues to be a Private Company. Hence, the Company is not
required to appoint Independent Director on its Board.
Disclosure of Remuneration
Disclosure of Remuneration of Employees covered under Rule 5(2) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
o None of the Employee of the Company, who were employed throughout the Financial Year
2022 - 2023, were in receipt of remuneration in aggregate exceeding the limit specified
under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
Meetings of the Board of Directors
The Board of Directors of the Company met 04 (Four) times during the Financial Year
2022 - 2023. The details of board meetings held during the year and attendance of
directors thereat are as follows:
Exhibit 4: Attendance of Directors/ Key Managerial Personnel during Financial Year 2022
- 2023
| Name of Directors |
30.06.2022 |
28.09.2022 |
12.12.2022 |
13.03.2023 |
| Santosh R. Raveshia |
Y |
Y |
Y |
Y |
| Chandni V. Somaiya |
Y |
N |
Y |
Y |
| Ketan M. Rajani |
Y |
Y |
Y |
Y |
| Sanjay M. Rajani |
Y |
Y |
Y |
Y |
| Massimo Candela |
Y |
Y |
Y |
Y |
| Luca Pelosin |
Y |
Y |
Y |
Y |
| Annalisa Barbera |
Y |
N |
Y |
Y |
| Stefano De Rosa |
N |
Y |
Y |
N.A. |
Details of Subsidiary, Joint Ventures and Associate Company
During the Financial Year 2022 - 2023, Pioneer Stationery Private Limited, continued to
be subsidiary Company of DOMS and w.e.f. March 28,2023, Uniwrite Pens and Plastics Private
Limited, Fixy Adhesives Private Limited and Inxon Pens & Stationery Private Limited
ceased to subsidiaries of DOMS. Further, Clapjoy Innovations Private Limited becomes an
Associate Company of DOMS w.e.f. February 21, 2023. Details regarding the disclosure with
respective to Subsidiary and Associate Company are given in 'Annexure I' of this report in
Form AOC-1.
Performance of the Subsidiary
1. Pioneer Stationery Private Limited ("Pioneer")
During Financial Year 2022 - 2023, revenue from operations of Pioneer significantly
increased by 91.15 % to Rs. 13,956.56 lakhs as compared to Rs. 7,301.19 lakhs in the
previous Financial Year. It's Operating Profit for the Financial Year 2022 - 2023 was Rs.
2,393.96 lakhs as compared to Rs. 1,187.44 lakhs in previous Financial Year. Pioneer has
reported a Net Profit of Rs. 1,480.11 lakhs for the Financial Year 2022 -2023 as compared
to Rs. 620.70 lakhs in previous financial year.
Performance of the Associate
1. Clapjoy Innovations Private Limited ("Clapjoy")
Clapjoy was converted from Limited Liability Partnership to Private Company w.e.f.
October 19, 2022. Further, during the period from October 20, 2022 to March 31, 2023,
revenue from operations of Clapjoy was Rs. 159 lakhs. During this period, Clapjoy has
reported a Net Loss of Rs. 0.20 lakhs.
Statutory Auditor
Pursuant to the provisions of Section 139 of The Companies Act, 2013 read with The
Companies (Audit and Auditors) Rules, 2014, the Company, at its Annual General Meeting
('AGM') held on September 30, 2019, has appointed, M/s. B S R & Co. LLP, Chartered
Accountants, (FRN- 101248W/W-100022), Mumbai as the Statutory Auditors of the Company to
hold office for the period of 5 (Five) consecutive years from the conclusion of that AGM
until the conclusion of the sixth consecutive AGM.
Auditors' report
The Independent Auditors report is self-explanatory and does not call for any further
explanations.
Cost Auditor
Pursuant to the provisions of Section 148(3) of The Companies Act, 2013 and Rule 6(2)
of The Companies (Cost records and Audit Rules) 2014, the Company has appointed M/s B.F.
Modi & Associates, Cost Accountants in practice to undertake Cost Audit of the Company
for the Financial Year 2023 - 2024.
Maintenance of Cost Accounting records
Pursuant to the provisions of Section 148(1) of The Companies Act, 2013 and rules and
regulations made thereunder, the Company has made and maintained the required Cost
Accounting records.
Secretarial Audit Report
The requirement of obtaining a Secretarial Audit Report for the Financial Year 2022 -
2023 is not applicable to the Company.
Secretarial Standard
The Company has complied with the applicable Secretarial Standards during the Financial
Year 2022 - 2023.
Vigil Mechanism
The Company has established a Vigil Mechanism Policy pursuant to the requirements of
Section 177(9) of The Companies Act, 2013. No personnel have been denied access to the
Director nominated by the Board of the Company for the said purpose to report genuine
concerns.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. The Vigil Mechanism Policy is uploaded on the Company's
website https://www.domsindia.com.
Risk Management Policy
The Company is a Private Company as on March 31, 2023, and hence, it is not covered
under the purview for constituting a Risk Management Committee under the provisions of
listing agreement. However, your Company recognizes that risk is an integral part of
business and is committed to managing the risks in a proactive and efficient manner. The
Company has developed and implemented a robust Risk Management Policy to identify, assess
and mitigate the risks.
Particulars of Contracts or Arrangements made with Related Parties
All contracts or arrangements with related parties, entered into or modified during the
Financial Year 2022 - 2023, were on an arm's length basis and in the ordinary course of
business. All such contracts or arrangements have been approved by the Board of Directors.
No material contracts or arrangements with related parties were entered into during the
year under review. Accordingly, disclosure requirement in Form No. AOC-2 in terms of
Section 134 of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,
2014 is not required.
Particulars of Loans/ Guarantees/ Security or Investments
Particulars of Loans/ Guarantee/ Security provided for the Financial Year 2022-2023 are
disclosed in note no 45 (xii) of the Standalone Financial Statements.
Exhibit 5: Details of Investments for Financial Year 2022 - 2023
| SL No |
Date of Investment |
Details of investee |
Amount |
Purpose for which the proceeds from investment is proposed to be
utilized by the recipient |
Date of BR |
Date of SR (if any) |
Expected rate of return |
| 1 |
February 21, 2023 |
Clapjoy Innovations Private Limited ('Clapjoy') |
Rs. 75.00 lakhs |
Purchased Equity Shares of the Clapjoy Recipient to use the funds for
expansion of its current business segment |
February 21, 2023 |
N.A. |
N.A. |
Internal Financial Controls
The Company has put In place adequate Internal Financial Controls with reference to the
financial statements. The Company's internal financial controls and systems are adequate
commensurate with the nature and size of the Company and it ensures compliance of the
policies and procedures adopted by the Company for ensuring the orderly and efficient
conduct of its business, including adherence to it's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information.
During the year, no material weakness in our operating effectiveness was observed.
Directors Responsibility Statement
Pursuant to Section 134(5) of The Companies Act, 2013, the Directors hereby confirm
that:-
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and the profit of
the Company as at March 31, 2023;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis; and
e. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively,
industrial Relation
The Company strongly believes in sound and amicable relationship with its human
capital. During the Financial Year 2022 - 2023, our industrial relations remained cordial
throughout the year.
Corporate Social Responsibility (CSR)
DOMS aims to play a significant role in promoting healthcare, education, rural
development, affordable housing, disaster relief, benefit of armed forces, socioeconomic
development, relief and welfare of the Scheduled Castes, the Scheduled Tribes, other
backward Classes and minorities and other areas of public service and DOMS strongly
believe in the social economic development of the society. With the enactment of The
Companies Act, 2013 and The Companies (Corporate Social Responsibility) Rules, 2014 read
with various clarifications issued by Ministry of Corporate Affairs, the Company has
undertaken activities as per the Company's CSR Policy and the necessary disclosure on CSR
activities are contained in 'Annexure- II' forming part of this report.
Annual Return
The requirement of uploading of copy of Annual Return on the website of the Company
will be carried out after the ensuing Annual General Meeting for the Financial Year 2022 -
2023. The same will be uploaded on our website https://www.domsindia.com.
Disclosure of Conservation of Energy, Technology Absorption and Foreign Exchange
Disclosure of Conservation of Energy, Technology Absorption and Foreign Exchange under
Sectionl34 of The Companies Act 2013 read with The Companies (Accounts) Rules, 2014:
Conservation of Energy
a. The Company has taken various energy saving measure such as changing old & high
energy consuming motors, upgrading of power capacitors, use of process waste for energy
generation, replacement with efficient energy consumption light equipment, regular
preventive maintenance etc.
b. The Company is evaluating proposals on investment in energy conservation in area of
solar power. The implementation of such proposals is expected to happen in near future.
Technical Absorption
a. The Company has an independent R&D facility and has setup multiple laboratories
to carry out product innovation and quality improvement as well as other general R&D
activities.
b. The Company has consistently innovated new products, improved product quality and
improved packaging by indigenously developed technologies and formulations.
Foreign Exchanges Earnings & Outgo
a. The Company is exporting its goods to globally regions such as America, Europe,
Middle Eastern, Africa and Asia continents.
b. During the Financial Year 2022 - 2023, the Company's foreign exchange inflow
amounted to Rs. 17,496.72 lakhs (Financial Year 2021 - 2022: Rs. 10,941.23 lakhs) and
foreign exchange outflow Rs. 9,761.69 lakhs (Financial Year 2021 - 2022: Rs. 5,555.01
lakhs).
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
During the Financial Year 2022 - 2023, there were no case filed under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The
Company strongly believes in having a work place and environment that is healthy, safe and
secure for all of its employee and has implemented all the necessary policies to adhere
with the same.
Internal Sexual Harassment Complaint Committee
The Company has complied with the applicable provision of Section 4 (1) of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
General Disclosure
There is no application/ proceeding pending under The Insolvency and Bankruptcy Code,
2016. Further, there was no instance of onetime settlement with any Bank or Financial
Institution.
Acknowledgement
The Directors of the Company appreciate the continued co-operation extended by the
Investors, Shareholders, Vendors, Customers, Bankers, Consultants and most importantly all
its employees during the year. The Directors also places on record its sincere
appreciation of the contribution made by all the stakeholders for placing their faith and
trust on the Board. The Board appreciate and value the contribution made by every member
of the DOMS family.
For and on Behalf of the Board of Directors
| Massimo Candela |
Santosh R. Raveshia |
| Director and Chairman of the Board |
Managing Director |
| DIN:05189114 |
DIN:00147624 |
| Date: 10 July 2023 |
Date: 12 July 2023 |
| Place: Milan, Italy |
Place: Umbergaon, India |
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