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Directors Report of DHP India Ltd.
Mar 31, 2025
Your Directors are pleased to present the Companyâs Thirty-Fourth Annual Report of the business and operations
of your Company (âthe Companyâ), along with the Companyâs Standalone Ind AS Audited Financial Statement of
Accounts for the Financial Year ended 31st March, 2025 and Auditorsâ Report thereon.
FINANCIAL HIGHLIGHTS :
The Boardâs Report shall be prepared based on the standalone Ind AS financial statements of the Company for the year
ended March 31. 2025 is summarized helow;-
|
Particulars |
Year ended |
Year ended |
|
Revenue from Operations (net) Other Income Total Revenue excluding Other Comprehensive Income (Less): Finance Cost (Less) : Provision for Taxation (inclusive of adjustment of deferred tax asset) |
5777.34 7408.25 13185.59 8270.64 (23.07) (359.25) 7888.32 (1234.89) 6653.43 (4411.24) |
5321.72 2690.22 8012.94 3431.07 (11.69) (368.27) 3051.11 (410.64) 2640.47 1880.58 |
|
Total Comprehensive Income for the period Add : Profit brought forward from previous year |
2242.19 5.07 |
4521.05 4.60 |
|
Profit Available for Appropriation |
2247.26 |
4525.65 |
|
Appropriations (Less): Dividend Declared (Less): Transfer to Other Comprehensive (Loss)/Income |
(120.00) 4411.24 (6538.00) |
(120.00) (1880.58) (2520.00) |
|
Surplus Carried to Balance Sheet |
0.50 |
5.07 |
|
Net Worth (Capital employed at the year end - Rs. in Lakh) |
23808.50 |
21686.31 |
|
Book Value of Shares at the Year end (Amount in Rs.) |
793.62 |
722.88 |
|
Earning per Share (Amount in Rs.) |
221.78 |
88.02 |
THE YEAR IN SUMMARY :
⢠During the financial year 2024-25 your Company registered a revenue of Rs.5777.34 Lakhs vs
Rs.5321.72 Lakhs in the previous year - showing a increase of 8.56%.
⢠Profit Before Tax is Rs.7888.32 Lakhs as against Rs.3051.11 Lakhs in the previous year - showing a
increase of 158.54%.
⢠Profit After Tax is Rs.6653.43 Lakhs as against Rs.2640.47 Lakhs in the previous year - showing an
increase of 151.98%.
⢠Other Comprehensive (Loss) (Net) is (Rs. 4411.24) Lakhs as against Other Comprehensive Income
of Rs. 1880.58 Lakhs in the previous year.
⢠EBITDA Margin is 62.72% as against 38.08% in the previous year.
LIQUIDITY
Our principal sources of liquidity are cash and cash equivalents, investments and the cash flow that we
generate from our operations. At present, we are debt-free and maintain sufficient cash to meet our strategic
and operational requirements. We understand that liquidity in the Balance Sheet has to balance between
earning adequate returns and the need to cover financial and business requirements. Liquidity enables us to
be agile and ready for meeting unforeseen strategic and business needs, and opportunities. As of March 31,
2025, we had Rs.20893.96 Lakhs in Working Capital.
LIQUIDITY (Coni)
Liquid assets also include investments in Equity Oriented Mutual fund units and they are monitored
periodically. As a result, liquidity risk of cash and cash equivalents and investments is limited. The details of
these investments are disclosed under the âCurrent Investmentsâ section in the Standalone Ind AS Financial
statements in this Annual Report.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Company has a consistent track record of dividend payment. For the financial year ended 31SE March,
2025, based on the Companyâs performance and in conformity with its Dividend Distribution Policy and
Pursuant to Section 123 read with Companies (Declaration and Payment of Dividend) Rules, 2014, your
Directors are pleased to recommend a Final Equity Dividend of Rs.4/- per equity share on Equity Share of
Rs.10/- each i.e. @40% of total Paid-up Equity Share Capital of the Company (Previous year also Rs. 4/-
per equity share on Equity Shares of Rs.10/- each i.e. @40% of total Paid-up Equity Share Capital of the
Company) for approval of the Members in 34th Annual General Meeting of the Company. The above dividend
will be payable out of current yearâs profit of the Company. The dividend, if approved by the shareholders,
will entail an out-flow of Rs. 120.00 lacs (Previous year also Rs. 120.00 lacs) and this is subject to tax deducted
at source.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall,
accordingly, make the payment of the Final Dividend after deduction of tax at sources, wherever applicable.
The shares of DHP India Limited (âthe Companyâ) are presently listed on BSE Limited (BSE). Securities
Exchange Board of India (SEBI) vide its Notification No. SEBI/LAD-NRO/GN/2016-17/008 dated July 08,
2016, inserted Regulation 43 A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (âListing Regulationsâ) mandating the formulation of a Dividend Distribution Policy for top 1000 listed
entities based on their market capitalization calculated on March 31 of every financial year. In compliance of
aforesaid regulations, our Company is not covered as top 1000 listed entity based on their market
capitalization as on 31st March, 2025, hence the required Dividend Distribution Policy is not applicable to the
Company. However the Board of Directorsâ Voluntarily adopted the Dividend Distribution Policy in last year
¦ on their Board Meeting dated 27th May, 2024 is again annexed as Annexure-I.
TRANSFER OF RESERVES
The Company transfer Rs.6538.00 Lakhs to General Reserve and Net of Rs.4411.24 Lakhs to Other
Comprehensive Loss to Accumulated Profit and Loss Account to meet the statutory obligations. The Other
Equity i.e. Reserves & Surplus thereafter will stand as on March 31, 2025 at Rs.23508.50 Lakhs as against
Rs.21386.31 Lakhs in the previous year. The Current Book value of Rs. 793.62 per Equity Share.
SHARE CAPITAL
During the year under review, there were no changes in the share capital of the Company. As on 31st March,
2025, the Companyâs paid-up Equity Share Capital was Rs.300.00 Lakhs comprising of 30,00,000 Equity
Shares of face Value of Rs.10/- each. During the Financial Year 2024-25, your Company has neither issued
any shares or convertible securities nor has granted any stock options or sweat equity.
BUSINESS DESCRIPTION OF OPERATIONS
Your Company is engaged in Manufacturing of LPG Regulators, accessories & parts and other brass fittings.
These products are used for domestic as well as commercial applications. Presently your Company generates
most of its revenue from export market. Your Directors continue to be of the opinion that high quality of
products and innovations in products as well as improvement in technology along with cost cutting efforts
will help your company to face this competition. The company is expected to continue to do well and improve
further in the coming years .
SIGNIFICANT AND MATERIAL CHANGES, ORDERS & COMMITMENTS
No significant and material changes and commitments have occurred after the close of the year till the date
of this Report, which affect the financial position of the Company. There has been no change in the nature of
business of the Company. There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companyâs operation in future. The Company is virtually
debt free and has adequate liquidity to meet its business requirements.
However, during the year the Company redeemed its entire Investment in Mutual Fund in the Month of
January 2025. The company earned a realized income as âProfit from redemption of units of mutual fundâ
and consequently squared off the âOther Comprehensive Incomeâ from the reserve. This is considered as
significant part of accounts during the year ended 31st March, 2025.
CHANGES IN NATURE OF BUSINESS, IF ANY
There has not been any changes in the nature of business of the Company during the Financial Year ended
31st March, 2025.
PUBLIC DEPOSIT
Your Company has neither invited nor accepted any fixed deposits and or any deposits from public within
the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 during the financial year ended March 31, 2025, and no amount of principal or interest was
outstanding as of the Balance Sheet date.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186
During the year the Company have not paid any loans, guarantees or made any investments referred to Section
186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of
its business activities are provided in the Standalone Ind AS Financial Statement (please refer to Note No. 5
& 8 to the Standalone Ind AS Financial Statement).
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo,
as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the
Companies (Accounts) Rules, 2014 are given in a separate Annexure - âIIâ attached hereto and form part
of the Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES TRANSACTION & POLICY
All the contracts/arrangements/transactions entered by the Company during the financial year with related
pallies were in the ordinary course of business and on armâs length basis.
During the year, the Company had not entered into any contract/arrangement/transaction with related parties
which could be considered material in accordance with the policy of the Company on materiality of related
party transactions, requiring shareholdersâ approval under Regulation 23(4) of the Listing Regulations or
Section 188 of the Companies act, 2013 read with Rules made thereunder. Accordingly, the disclosure of
Related Party Transaction as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule
. 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form No. AOC â 2 is not applicable.
Your Directors draw attention of the members to Note No. 28.8 of the Standalone Ind AS Financial Statement
which sets out Related Party Transaction disclosures as per Ind AS - 24 in terms of Regulation 34(3) read
with Part A of Schedule V of the Listing Regulations. The Company, in terms of Regulation 23 of the Listing
Regulations submits half-yearly disclosures of Related party Transactions to the Stock Exchanges and the
same can be accessed on the website of the^^Many, https://www.dilindia.co.in.
SUBSIDIARIES & ASSOCIATE COMPANIES DECLARATION
Your Companies have neither any subsidiaries nor any associate companies within the meaning of Section
2(87) and 2(6) of the Companies Act, 2013.
RISK MANAGEMENT
Risk management is the process of identification, assessment, and prioritization of risk followed by co¬
ordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate
events or to maximized the realization of opportunities.
The Company has in place a Risk Management Policy which is reviewed by the Audit Committee and
approved by the Board of Directors of the Company. The object of risk management is to have a dynamic
and an optimum balance between risk and return and ensure regulatory compliance and conformity with the
Board approved policies, it starts with the identification and evaluation process which is followed by optimal
use of resources to monitor and minimize the risks. The Company evaluating the all risks that the organization
faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational
and other risks.
LISTING OF EQUITY SHARES
Your Company is presently listed with The BSE Limited (Bombay Stock Exchange Limited) with Securities
Code : 531506 only having nation wide trade. The listing fees for the previous financial year 2024-25 &
current financial year 2025-26, both of BSE Ltd., have already been paid till date of the report, and there are
no arrears in payment of listing fees outstanding till Financial Year 2025-26.
DEPOSITORY SYSTEM
Trading in Equity Shares of your Company in the dematerialised form is compulsory for all the shareholders
in terms of notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of
the Company have been activated both in Central Depositories Services (India) Limited (CDSL) and National
Securities & Depository Limited (NSDL) and may be dematerialsed under the ISIN - INE 590D 01016. Your
Company has achieved a high level of dematerialized with about 99.55% of total number of Equity Shares
being held in electronic mode with NSDL & CDSL. The Custodian Fees for the previous financial year 2024¬
25 & current financial year 2025-26, both of CDSL and NSDL have already been paid.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year, the Company has transferred the unclaimed and un-encashed dividends of Rs.0.97 Lakhs.
Further, 700 corresponding shares on which dividends were un-encashed for seven consecutive years were
transferred as per the requirements of the IEPF Rules. The details of resultant benefits arising out of shares
already transferred to the IEPF, year wise amounts of unclaimed / un en-cashed dividends lying in the unpaid
dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided
in the Corporate Governance Report and are also available on our website, at www.dilindia.co.in. Members
are requested to claim the dividend(s), which have remain unclaimed/unpaid, by sending a written request to
the Company.
BOARD POLICIES
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013
and Securities and Exchange Board of India (SEBI) regulations are provided in Corporate Governance
Report attached hereto and form part of the Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE
BOARD
a) Present Key Managerial Personnel.
The following are Key Managerial Personnel of the Company
1. Mr. Asheesh Dabriwal (DIN : 00044783) : Managing Director & Chief Executive Officer of the
Company;
2. Mr. Janak Bhardwaj (DIN : 00047641) : Executive Director & Chief Operating Officer of the
Company;
3. Mr. Ashok Kumar Singh : Chief Financial Officer of the Company; and
4. Ms. Suruchi Tiwari: Company Secretary & Compliance Officer of the Company.
b) Committee of the Board.
The Board of Directors have the following Committees :
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Committee (Stakeholders; Relationship Committee); and
4. Corporate Social Responsibility Committee.
The details of the Committee along with their composition, number of meetings and attendance at the meeting
are provided in the Corporate Governance Report.
c) Changes in Directors and Key Managerial Personnel.
During the year Mr. Buddhadeb Basu (DIN: 00061771) appointed as Independent Director on 30/04/2024 for
a period of Five Years from 30/04/2024 to 29/04/2029, and the same approved by the 33rd AGM dated
29/07/2024, but subsequently Mr. Buddhadeb Basu tender his resignation due to their personal engagement
of their owned business and resigned from our Board as well as all of its Committees w.e.f. 27/01/2025.
During the year Dr. Subrata Haidar (DIN-00089655) appointed as Independent Director w.e.f. 30/04/2024 for
a period of Five Years from 30/04/2024 to 29/04/2029 and the same approved by 33rd AGM dated 29/07/2024.
During the year Mr. Surajit Raha (DIN-07019436) also retired as Independent Director from the Board as
well as all of its Committees w.e.f. 31/03/2025 due to end of his tenure. However, the Board again
recommended and appointed Mr. Surajit Raha (DIN-07019436) as Independent Director on 30/05/2025, for a
period of Five years from 30th May, 2025 to 29th May, 2030, subject to approval of shareholders in 34th AGM
to be held on 25th August 2025 for Final Approval of Shareholders.
During the year Mr. Asheesh Dabriwal (DIN-00044783) Managing Director of the Company appointed as
Managing Director on 30/04/2024 for a period of Five Years from 30/04/2024 to 29/04/2029 and the same
approved by 33rd AGM dated 29/07/2024.
d) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM
As discussed above - one of Independent Director [Mr. Surajit Raha (DIN-07019436) retire from the Board
on 31st March, 2025, again Fresh Appointment made by the Board on their Meeting dated 30/05/2025 for a
further period of Five (5) years from 30th May, 2025 to 29th May, 2025 â as circulated in the Notice of 34th
AGM to be held on 25/08/2025, for Final approval of the Shareholders.
Similarly, Mrs. Anjum Dhandhania (DIN-00058506), an Non-Executive Director of the Company, retire by
rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment
and the same as circulated in this Notice of 34th AGM for Final approval of the Shareholders.
DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD
e) Proposed Changes in Statutory & Secretarial Auditor seeking approval of ensuing AGM
As discussed above - the Existing Statutory & Income Tax Auditor M/s. NKSJ & Associates, Chartered
Accountants, retire in 34th Annual General Meeting of the Company to conducting Statutory & Income Tax
Audit of Year ended 31st March, 2025, again the Board recommend to Re-appointed M/s. NKSJ & Associates,
Chartered Accountants, for a Block of Five (5) years of Statutory & Income Tax Audit horn F.Y.2025-26 to
'' F.Y.2029-30 (from 01/04/2025 to 31/03/2030) - as circulated in the Notice of 34th Annual General Meeting
to be held on 25/08/2025, for Final approval of the Shareholders.
Similarly, the Existing Secretarial Auditors - M/s. Sushil Tiwari & Associates, Practicing Company
Secretaries retire to conduct and sign the Secretarial Audit Report of year ended 31/03/2025 on the Board
meeting dated 30/05/2025. The Board recommend to appoint a New Secretarial Auditors - Mrs. Alpana
Sethia, Practicing Company Secretaries, for a Block of Five (5) years of Secretarial Audit from F.Y.2025-26
to F.Y.2029-30 (from 01/04/2025 to 31/03/2030) - as circulated in the Notice of 34th Annual General Meeting
to be held on 25/08/2025, for Final approval of the Shareholders.
f) Declaration by an Independent Directors :
The Company has received declaration horn all the Independent Directors (Non-Rotational) of the Company,
confirming that they meet the criteria of independence as per Section 149(6) & 149(7) of the Companies Act,
2013, Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.
g) Formal Annual Evaluation :
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees
and Other individual Directors which includes criteria for performance evaluation of the non-executive
directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are
evaluated by the âNomination and Remuneration Committeeâ of the Company on yearly basis.
h) Number of meetings of the Board of Directors :
Five meetings of the Board of Directors were held during the financial year 2024-25 i.e. year ended March
31,2025. For further details, please refer report on Corporate Governance of this Annual Report.
i) Policy of Directorsâ Appointment and Remuneration :
The current policy is to have an appropriate mix of executive and independent directors to maintain the
independence of the Board, and separate its functions of governance and management. As on March 31,2025,
the Board consist of 7 members (including the Directors retired on 31/03/2025 and again appointed w.e.f.
30/05/2025), one of whom is non-rotational executive director, one of whom is executive (liable to retire by
rotation), one of whom is woman (liable to retire by rotation) and rest four are independent (non-rotational in
which three gents and one lady). The Board periodically evaluates the need for change in its composition and
size.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section
178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part
of the directorsâ report.
j) Familiarisation Programme for Independent Directors :
The Company proactively keeps its Directors informed of the activities of the Company, its management and
operations and provides an overall industry perspective as well as issues being faced by the industry.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of
the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that;
'' (i) in the preparation of the Annual Accounts for the financial year ended March 31, 2025 the
applicable accounting standards read with requirements set out under Schedule II to the Companies
Act, 2013, have been followed and there are no material departures from the same;
(ii) 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, 2025 and the profit of the Company for the year
ended on that date;
(iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the accounts for the financial year ended March 31, 2025 on a âgoing
concernâ basis.
(v) the Directors 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) 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.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and timely
preparation of reliable financial disclosures. The details in respect of internal financial control and their
adequacy are included in the management Discussion & Analysis, which forms part of this report. During the
year, such controls were tested and no reportable material weakness in the design or operation were observed.
ESTABLISHMENT OF VIGIL MECHANISMAVHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly,
the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions
of Section 177(10) of the Companies Act, 2013. The policy provides for a frame work and process where by
concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any
other unfair practice being adopted against them.
EXTRACT OF THE ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the
Company as on March 31, 2025, in Form No. MGT - 7 is available at the Companyâs website at
https://www.dilindia.co.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company have already formed a new committee named Corporate & Social Responsibility Committee
and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The
disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a
separate Annexure - âIIIâ attached hereto and form part of the Report.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
The Company had 228 employees as on March 31, 2025. Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure
- âIVâ attached hereto and form part of the Report.
Particulars of employees pursuant to the provisions of Section 197( 12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are only one are enclosed in a separate Annexure - âVâ attached hereto and form part of the Report. However
the overall top ten employees list as per additional requirement of provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are also enclosed in a separate Annexure - âVâ attached hereto and form
part of the Report. .
SEGMENT WISE AND PRODUCT WISE PERFORMANCE
The Company have only one segment âManufacturing Segmentâ and the manufactured product is
âDomestic Pressure Regulators and Accessories and Parts thereon (inclusive of Articles of Brass etc.)â,
hence the break-up is not required. However, the Note No. 28.7(b) of the Standalone Ind AS Financial
Statement which sets out Information about Secondary Business Segments as Geographical Segments is
annexed.
STATE OF COMPANYâS AFFAIRS AND FUTURE OUTLOOK
A report on Companyâs Affairs and future outlook is given as âManagement Discussion and Analysis
Reportâ which forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3)
and 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the year ended 31st March, 2025, is presented in a separate section forming part of the
Annual Report called as âManagement Discussion & Analysis Reportâ is annexed.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Regulation 15(2) & 34(3) and other relevant
provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended
31st March, 2024, as forms part of the Annual Report and which has been set out in a separate report called
âCorporate Governance Reportâ annexed herewith.
The requisite Certificate from the Statutory Auditors of the Company, M/s. NKSJ & ASSOCIATES,
Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Regulation 15(2) & 34(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is also annexed to this Report.
STATUTORY INFORMATION AND OTHER DISCLOSURES
The declaration required under regulation 26(3) of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirement) Regulations 2015, regarding âCode of Business Ethicsâ of the
Company issued by Chief Executive Officer-cum-Managing Director, is annexed and forms and integral part
¦ of this Report.
STATUTORY INFORMATION AND OTHER DISCLOSURES (Continuing)
The requisite certificate required from a Company Secretary in Practice under sub-clause (i) of clause
10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirement) Regulations 2015, regarding âDirectors and KMP are not debarred or disqualified from
statutory authoritiesâ of the Company issued by Company Secretary in Practice, is annexed and forms and
integral part of this Report.
The Chief Executive Officer and Chief Financial Officer, joint certificate required under regulation 17(8)
of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations
2015, regarding âCEO/CFO Certification of Financial Reportâ of the Company issued by Chief Executive
Officer-cum-Managing Director and Chief Financial Officer, jointly, is annexed and forms and integral part
of this Report.
AUDITORS AND AUDITORSâ REPORT AND REPORTING OF FRAUD BY
AUDITORS
(ah Statutory Auditors & their Statutory Audit Report & Income Tax Audit Report
The Companyâs Existing Statutory Auditors - M/s. NKSJ & Associates, Chartered Accountants (Firm
Registration No. 329563E - having Peer Review Certificate No.014684), hold office until the conclusion
of the ensuing Thirty-Fourth Annual General Meeting and are eligible for re-appointment. They have
confirmed their eligibility to the effect that their re-appointment for Statutory Audit for a period of Block of
Five (5) Years from F.Y.2025-26 to F.Y.2029-30 (from 01/04/2025 to 31/03/2030) from the conclusion of
ensuing 34th Annual General Meeting of the Company to the conclusion of 38th Annual General Meeting
of the Company, as required under section 139 of the Companies Act, 2013 read with Companies (Audit and
Auditors) Rules, 2014. Hence the resolution seeking approval of the Members for their Final appointment at
this 34th Annual General Meeting of the Company.
The Statutory Auditors also conducted the Income Tax Audit Report of the Company for F. Y. 2024-25. There
is no audit qualification, reservation or adverse remark for the year under review. The opinion made by
Statutory Auditorsâ in the Auditorsâ Report to the Members of the Company have been dealt with in the Notes
to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 28.15 of the Accounts. These
are self explanatory and do not call for further comments.
(b) . Cost Auditors & their Report
The Board has received and approve the Cost Audit Report from Mr. Kishore Majumdar, Practicing Cost
Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants of Cost Audit
Report for the Financial Year 2024-25 (Year ended March 31, 2025). There are no adverse/unfavorable
remarks suggested by the Cost Auditors in their Report. The Board again appoint Mr. Kishore Majumdar,
Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for
next Financial Year 2025-26 (Year ended March 31,2026) as Cost Auditor of the Company.
(c) . Secretarial Auditors & their Secretarial Audit Report & Secretarial Standards
The Board has received and approve the Secretarial Audit Report from Existing Secretarial Auditors -
Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHEL TIWARI &
ASSOCIATES, Companies Secretaries of Secretarial Audit for the Financial Year 2024-25 (Year ended
March 31, 2025). The Secretarial Audit Report and the Secretarial Annual Compliance Report, both for the
financial year ended March 31, 2025 is annexed in a separate report namely âSecretarial Audit Reportâ
in Form No. MR-3 and its Annexure-âAâ and âSecretarial Annual Compliance Reportâ. The
Secretarial Audit Report and Secretarial Annual Compliance Report does not contain any qualification,
reservation or adverse remark. The Company complies with all applicable Secretarial Standards.
AUDITORS AND AUDITORSâ REPORT AND REPORTING OF FRAUD BY AUDITORS (cont.)
(c) . Secretarial Auditors & their Secretarial Audit Report & Secretarial Standards (cont.I
The Board proposed to appoint a New Secretarial Auditors - Mrs. Alpana Sethia, Practicing Companies
Secretaries (Membership No. ACS-15758, Certificate of Practice No.-5098 & Peer Review Certificate
No.I2002WB336200], for a Block of Five (5) Years for Secretarial Audit for a period of Block of Five (5)
Years from F.Y.2025-26 to F.Y.2029-30 (from 01/04/2025 to 31/03/2030) from the conclusion of ensuing
34th Annual General Meeting of the Company to the conclusion of 38th Annual General Meeting of the
Company as required under section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rule, 2014. Hence the resolution seeking approval of the
Members for their Final appointment at this 34th Annual General Meeting of the Company.
(d) . Internal Auditors
The Existing Internal Auditors - Mr. Timir Baran Hazra, Chartered Accountants, a Practicing
Chartered Accountants, and Member of the Institute of Chartered Accountants of India, submitted regularly
the Quarterly Internal Audit Report of Financial Year 2024-25 (Year ended March 31,2025). The Board again
appoint Mr. Timir Baran Hazra, Chartered Accountants, a Practicing Chartered Accountants and Member of
the Institute of Chartered Accountants of India, as Internal Auditor for next Financial Year 2025-26 (Year
ended March 31,2026).
(eh Reporting of Fraud by Auditors
During the year under review, neither the statutory auditors (Statutory & Income Tax Audit) nor the
secretarial auditors & cost auditors & internal auditors has reported to the audit committee, under section
143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officer or
employees, the details of which need to be mentioned in the Boardâs report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition &
'' Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities
to all employees across the Company, based on merit and ability. The cultures of the Company ensure the
aspects of work-life balance for employees, especially for woman and are suitably addressed. During the
year, no complaints of sexual harassment were received.
AUDIT COMMITTEE
The Audit Committee comprises (1) Mr. Rajat Banerjee (Chairman), Non-Executive & Independent
Director, (2) Dr. Subrata Haidar (Member), Non-Executive & Independent Director, and (3) Mr. Surajit
Raha (Member), Newly Proposed for Appointment of Non-Executive & Independent Director of the
Company. All the recommendations made by the Audit Committee were accepted by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee comprises Mrs. Aditi Bagchi (Chairman), Non-Executive &
Independent Woman Director, Mrs. Anjum Dhandhania (Member) Non-Executive Woman Director, and
Mr. Asheesh Dabriwal (Member), Managing Director of the Company. All the recommendations made by
'' the Stakeholder Relationship Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises - (1) Mr. Rajat Banerjee (Chairman), Non¬
Executive & Independent Director, (2) Mrs. Anjum Dhandhania (Member), Non-Executive Woman
Director, and (3) Mr. Surajit Raha (Member), Newly Proposed for Appointment of Non-Executive &
Independent Director of the Company. All the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board.
CORPORATE AND SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The Corporate & Social Responsibility (CSR) Committee comprises - (1) Mrs. Aditi Bagchi (Chairman),
Non-Executive & Independent Woman Director, (2) Mr. Asheesh Dabriwal (Member), Managing Director,
and (3) Mr. Surajit Raha (Member), Newly Proposed for Appointment of Non-Executive & Independent
Director of the Company. All the recommendations made by the Corporate & Social Responsibility
Committee were accepted by the Board.
PROCEEDING UNDER INSOLEVNCY AND BANKRUPTCY CODE, 2016
There are no proceedings, either filed by Company or against the Company, pending under the Insolvency
and bankruptcy Code, 2016 amended before the national Company law Tribunal or other Courts as on 31st
March, 2025.
ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/FINANCIAL
INSTITUTIONS
The Company serviced all the debts & financial commitments as and when became due and no settlements
were entered into with the bankers.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING
STANDARDS
Your Directors state that during the Financial Year 2024-25 the Company has complied with applicable
Secretarial Standards i.e. SS-1 and SS-2 relating to âMeeting of the Board of Directorsâ and âGeneral
Meetingsâ respectively. In the preparation of the Financial Statements, the Company has applied the Indian
Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2015.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Your Company supports and welcomes the âGreen Initiativeâ undertaken by the Ministry of Corporate
Affairs, Government of India, permitting electronic dissemination of Notices, Annual Reports through email
to Members whose email IDs are registered with the Company/Depository Participant(s). Your Company
send Notices of 34th Annual General Meeting and Annual Reports of F.Y. 2024-25 through email to
Members whose email IDs are registered with the Company/Depository Participant(s). Members can access
all the documents relating to Annual General Meeting from Companyâs website at https://www.dilindia.co.in .
GENERAL
Your Directors state that no disclosures or reporting is required in respect of the following items as there were
no transactions on this items during the year under review:
1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save
and except ESOS referred to in this Report.
4) Neither the Managing Director nor the any Executive Director of the Company receive any
remuneration or commission from any of its subsidiaries.
ANNEXURES AND OTHER REPORT FORMING PART OF BOARDS REPORT
The Annexures referred to this Report and Other Reports/Certificate is a forming part of this Board Report
to be disclosed are annexed as under :-
f A1 Annexure of this Directors Report
1) Annexure-I - Dividend Distribution Policy.
2) Annexure - II - Conservation of energy, technology, absorption and foreign exchange earing & outgo.
3) Annexure - III - Corporate & Social Responsibility (CSR) Report. .
4) Annexure - IV - Disclosure of Remuneration to Managerial Personnel.
5) Annexure - V - Particulars of Employees as required under section 197(2) of the Companies Act, 2013
FBI Other Report & Certificates
1) Management Discussion and Analysis Report.
2) Corporate Governance Report
3) Declaration by C.E.O. & Managing Director for code of Conduct
4) Certificate from Practicing Companies Secretary as per Regulation 34(3) and clause 10 of part C of
Schedule V of SEBI (LODR) regarding Directors.
5) Certificate by Chief Executive Officer (C.E.O.) and Chief Financial Officer (C.F.O.)
6) Secretarial Audit Report in Form No. MR-3 along with Annexure-"Aâ
7) Secretarial Annual Compliance Report
8) Auditorsâ Certificate on Corporate Governance.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received
from the Banks, Government Authorities, Customers, Vendors and Members during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed services by
the Companyâs executives, staff and workers.
Place : Kolkata For and on behalf of the Board of Directors
Dated : 30th day of May, 2025
SD/-
ASHEESH DABRIWAL
^^ Managing Director & C.E.O.
(DIN-00044783)
Mar 31, 2024
The Directors are pleased to presenting the Companyâs Thirty-Third Annual Report of the business and operations of your Company (âthe Companyâ), along with the Companyâs Standalone Ind AS Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2024 and Auditorsâ Report thereon.
FINANCIAL HIGHLIGHTS :
The Boardâs Report shall prepared based on the standalone Ind AS financial statements of the Company for the year ended March 31,2024 is summarized below:-_(Rs. in Lacs)_
|
Particulars |
Year ended 31.03.2024 |
Year ended 31.03.2023 |
|
Revenue from Operations (net) Other Income Total Revenue excluding Other Comprehensive Income Profit Before Finance Cost, Depreciation & Tax [EBITDA] (Less): Finance Cost (Less): Depreciation Profit Before Tax (Less) : Provision for Taxation (inclusive of adjustment of deferred tax asset) Profit After Tax for the year of Continuing and Total Operation Add : Other Comprehensive Income (Net of Taxes] |
5321.72 2690.57 8012.29 3431.07 (11.69) (368.27) 3051.11 (410.64) 2640.47 1880.58 |
10899.01 107.15 11006.16 3474.97 (2.89) (313.95) 3158.13 (815.24) 2342.89 65.10 |
|
Total Comprehensive Income for the period Add : Profit brought forward from previous year |
4521.05 4.60 |
2407.99 1.71 |
|
Profit Available for Appropriation |
4525.65 |
2409.70 |
|
Appropriations (Less) : Dividend Declared (Less): Transfer to Other Comprehensive Income (Less): Transfer to General Reserve |
(120.00) (1880.58) (2520.00) |
(120.00) (65.10) (2220.00) |
|
Surplus Carried to Balance Sheet |
5.07 |
4.60 |
|
Net Worth (Capital employed at the year end - Rs. in Lakh) |
21686.31 |
17285.25 |
|
Book Value of Shares at the year end (Amount in Rs.) |
722.88 |
576.18 |
|
Earning per Share (Amount in Rs.) |
88.02 |
78.10 |
⢠During the financial year 2023-24 your Company registered a revenue of Rs.5321.72 Lakhs vs Rs. 10899.01 Lakhs in the previous year - showing a decrease of 51.17%.
⢠Profit Before TaxisRs.3051.11 Lakhs as against Rs.3158.13 Lakhs in the previous year - showing a decrease of 3.39%.
⢠Profit After Tax is Rs.2640.47 Lakhs as against Rs.2342.89 Lakhs in the previous year - showing a increase of 12.70%.
⢠Other Comprehensive Income (Net) is Rs.1880.58 Lakhs as against Rs.65.10 Lakhs in the previous year - showing a increase of 2788.76%.
⢠EBITDA Margin is 38.08% as against 28.69% in the previous year.
Our principal sources of liquidity are cash and cash equivalents, investments and the cash flow that we generate from our operations. At present, we are debt-free and maintain sufficient cash to meet our strategic and operational requirements. We understand that liquidity in the Balance Sheet has to balance between earning adequate returns and the need to cover financial and business requirements. Liquidity enables us to be agile and ready for meeting unforeseen strategic and business needs, and opportunities. As of March 31, 2024, we had Rs.19691.53 Lakhs in Working Capital.
Liquid assets also include investments in Equity Oriented Mutual fund units and they are monitored periodically. As a result, liquidity risk of cash and cash equivalents and investments is limited. The details of these investments are disclosed under the âCurrent Investmentsâ section in the Standalone Ind AS Financial statements in this Annual Report.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
Your Company has a consistent track record of dividend payment. For the financial year ended 31st march, 2024, based on the Companyâs performance and n conformity with its Dividend Distribution Policy and Pursuant to Section 123 read with Companies (Declaration and Payment of Dividend) Rules, 2014, your Directors are pleased to recommended a Final Equity Dividend of Rs.4/- per equity share on Equity Share of
Rs.10/- each i.e. @40% of total Paid-up Equity Share Capital of the Company (Previous year also Rs. 4/-per equity share on Equity Shares of Rs.10/- each i.e. @40% of total Paid-up Equity Share Capital of the Company) for approval of the Members in 33 rd Annual General Meeting of the Company. The above dividend will be payable out of current yearâs profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow of Rs.120.00 lacs (Previous year also Rs.120.00 lacs) and this is subject to tax deducted at source.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at sources, wherever applicable.
The shares of DHP India Limited (âthe Companyâ) are presently listed on BSE Limited (BSE). Securities Exchange Board of India (SEBI) vide its Notification No. SEBI/LAD-NRO/GN/2016-17/008 dated July 08, 2016, inserted Regulation 43 A in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) mandating the formulation of a Dividend Distribution Policy for top 1000 listed entities based on their market capitalization calculated on March 31 of every financial year. In compliance of aforesaid regulations, our Company is not covered as top 1000 listed entity based on their market capitalization as on 31st March, 2024.2014, hence the required Dividend Distribution Policy is not applicable to the Company. However the Board of Directorsâ Voluntarily adopted the Dividend Distribution Policy on their Board Meeting dated 27th May, 2024 is annexed as Annexure-I.
The Company transfer Rs.2520.00 Lakhs to General Reserve and Net of Rs.l880.58 Lakhs to Other Comprehensive Income to Accumulated profit and Loss Account to meet the statutory obligations. The Other Equity i.e. Reserves & Surplus thereafter will stand as on March 31, 2024 at Rs.21386.31 Lakhs as against Rs.l6985.28 Lakhs in the previous year. The Current Book value of Rs. 722.88 per Equity Share.
During the year under review, there were no changes in the share capital of the Company. As on 31st march, 2024, the Companyâs paid-up Equity Share Capital was Rs.300.00 Lakhs comprising of 30,00,000 Equity Shares of face Value of Rs.10/- each. During the Financial Year 2023-24, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.
BUSINESS DESCRIPTION OF OPERATIONS
Your Company is engaged in Manufacturing of LPG Regulators, accessories & parts and other brass fittings. These products are used for domestic as well as commercial applications. Presently your Company generates most of its revenue from export market. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years .
SIGNIFICANT AND MATERIAL CHANGES, ORDERS & COMMITMENTS
No significant and material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. There has been no change in the nature of business of the Company. There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operation in future. The Company is virtually debt free and has adequate liquidity to meet its business requirements.
CHANGES IN NATURE OF BUSINESS, IF ANY
There has not been any changes in the nature of business of the Company during the Financial Year ended 31st march, 2024.
Your Company has neither invited nor accepted any fixed deposits and or any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2024, and no amount of principal or interest was outstanding as of the Balance Sheet date.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of its business activities are provided in the Standalone Ind AS Financial Statement (please refer to Note No. 5 & 8 to the Standalone Ind AS Financial Statement).
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absoiption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 are given in a separate Annexure - âIIâ attached hereto and form part of the Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TRANSACTION & POLICY
All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis.
During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, requiring shareholdersâ approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies act, 2013 read with Rules made thereunder. Accordingly, the disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form No. AOC - 2 is not applicable.
Your Directors draw attention of the members to Note No. 28.8 of the Standalone Ind AS Financial Statement which sets out Related Party Transaction disclosures as per Ind AS - 24 in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations. The Company, in terms of Regulation 23 of the Listing Regulations submits half-yearly disclosures of Related party Transactions to the Stock Exchanges and the same can be accessed on the website of the Company, https://www.dilindia.co.in.
SUBSIDIARIES & ASSOCIATE COMPANIES DECLARATION
Your Companies have neither any subsidiaries nor any associate companies within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.
Risk management is the process of identification, assessment, and prioritization of risk followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximized the realization of opportunities.
The Company has in place a Risk Management Policy which is reviewed by the Audit Committee and approved by the Board of Directors of the Company. The object of risk management is to have a dynamic and an optimum balance between risk and return and ensure regulatory compliance and conformity with the Board approved policies, it starts with the identification and evaluation process which is followed by optimal use of resources to monitor and minimize the risks. The Company evaluating the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks.
Your Company is presently listed with The BSE Limited (Bombay Stock Exchange Limited with Securities Code : 531506 only having nation wide trade. The listing fees for the previous financial year 2023-24 & current financial year 2024-25, both of BSE Ltd., have already been paid till date of the report, and there are no arrears in payment of listing fees outstanding till Financial Year 2024-25.
Trading in Equity Shares of your Company in the dematerialised form is compulsory for all the shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). The Equity Shares of the Company have been activated both in Central Depositories Services (India) Limited (CDSL) and National Securities & Depository Limited (NSDL) and may be dematerialsed under the ISIN - INE 590D 01016. Your Company has achieved a high level of dematerialized with about 99.50% of total number of Equity Shares being held in electronic mode with NSDL & CDSL. The Custodian Fees for the previous financial year 202324 & current financial year 2024-25, both of CDSL and NSDL have already been paid.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
. During the year, the Company has transferred the unclaimed and un-encashed dividends of Rs.0.83 Lakhs. Further, 1,000 corresponding shares on which dividends were un-encashed for seven consecutive years were transferred as per the requirements of the IEPF Rules. The details of resultant benefits arising out of shares already transferred to the IEPF, year wise amounts of unclaimed / un en-cashed dividends lying in the unpaid dividend account up to the year, and the corresponding shares, which are liable to be transferred, are provided in tire Corporate Governance Report and are also available on our website, at www.dilindia.co.in. Members are requested to claim the dividend(s), which have remain unclaimed/unpaid, by sending a written request to the Company.
The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Corporate Governance Report attached hereto and form part of the Report.
a) Present Key Managerial Personnel.
The following are Key Managerial Personnel of the Company :-
1. Mr. Asheesh Dabriwal (DIN : 00044783) : Managing Director & Chief Executive Officer of the Company;
2. Mr. Janak Bhardwaj (DIN : 00047641) : Executive Director & Chief Operating Officer of the Company;
3. Mr. Ashok Kumar Singh : Chief Financial Officer of the Company; and
4. Ms. Suruchi Tiwari: Company Secretary & Compliance Officer of the Company.
b) Committee of the Board.
The Board of Directors have the following Committees :
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Committee (Stakeholders; Relationship Committee); and
4. Corporate Social Responsibility Committee.
The details of the Committee along with their composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report.
c) Changes in Directors and Key Managerial Personnel.
During the year Mr. Rajat Banerjee (DIN : 06473127) and Mrs. Aditi Bagchi (DIN-09840440) appointed as Non-Executive Independent Director for a period of Five Years from 10th August, 2023 to 9th August 2028. Mr. Asheesh Dabriwal (DIN-00044783) Managing Director of the Company retired from the post of Managing Director w.e.f. 31st March, 2024. Now The Board of Directors on their Meeting dated 30th April, 2024 again re-appointed Mr. Asheesh Dabriwal (DIN-00044783) as Managing Director for a period of Five years from 30* April, 2024 to 29th April, 2029 and the same send to Notice for 33rd AGM for their Final Approval of Shareholders.
Mr. Buddhedeb Basu (DIN-00061771) and Dr. Subrata Haidar (DIN-00089655), both Non-Executive and Independent Director of the Company also retired from the post of Independent Director w.e.f. 31st March, 2024. Now The Board of Directors on their Meeting dated 30th April, 2024 again re-appointed Mr. Buddhedeb Basu (DIN-00061771) and Dr. Subrata Haidar (DIN-00089655) as Non-Executive Independent Director for a period of Five years from 30th April, 2024 to 29th April, 2029 and the same send to Notice for 33rd AGM for their Final Approval of Shareholders.
d) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM
As discussed above - Two Independent Director [Mr.Buddhadeb Basu (DIN-00061771) and Dr. Subrata Haidar (DIN-00089655)] and One Managing Director [Mr.Asheesh Dabriwal (DIN-00044783)] retire from the Board on 31st March, 2024, again Re-appointed by the Board on their Meeting dated 30/04/2024 for a further period of Five (5) years from 30th April, 2024 to 29th April, 2029 - as circulated in the Notice of 33rd AGM for approval of Shareholders.
Now, Mr. Janak Bhardwaj (DIN-00047641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment and the same as circulated in this Notice of 33rd AGM for approval of Shareholders.
e) Declaration by an Independent Directors ;
The Company has received declaration from all the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) & 149(7) of the Companies Act, 2013, Code for independent directors of the Companies Act, 2013 and of the Listing Regulations.
f) Formal Annual Evaluation :
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the âNomination and Remuneration Committeeâ of the Company on yearly basis.
g) Number of meetings of the Board of Directors :
Five meetings of the Board of Directors were held during the financial year 2023-24 i.e. year ended March 31,2024. For further details, please refer report on Corporate Governance of this Annual Report.
h) Policy of Directorsâ Appointment and Remuneration :
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2024, the Board consist of 8 members (including the Directors retired on 31/03/2024 and again re-appointed w.e.f. 30/04/2024), one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is woman (liable to retire by rotation) and rest five are independent (non-rotational in which four gents and one ladies). The Board periodically evaluates the need for change in its composition and size.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directorsâ report.
i) Familiarisation Programme for Independent Directors :
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that;
(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2024 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, have been followed and there are no material departures from the same;
(ii) 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, 2024 and the profit of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the accounts for the financial year ended March 31, 2024 on a âgoing concernâ basis.
(v) the Directors 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) 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.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
ESTABLISHMENT OF VIGIL MECHANISMAVHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The policy provides for a frame work and process where by concerns can be raised by its employees against any kind of discrimination, harassement, victimization or any other unfair practice being adopted against them.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2024, in Form No. MGT - 7 is available at the Companyâs website at https://www.dilindia.co.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company have already formed a new committee named Corporate & Social Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure - âIIIâ attached hereto and form part of the Report.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
The Company had 228 employees as on March 31, 2024. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure - âIVâ attached hereto and form part of the Report.
Particulars of employees pursuant to the provisions of Section 197( 12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are only one are enclosed in a separate Annexure - âVâ attached hereto and from part of the Report. However the overall top ten employees list as per additional requirement of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also enclosed in a separate Annexure - âVâ attached hereto and from part of the Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) and 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31st March, 2024, is presented in a separate section forming part of the Annual Report called as âManagement Discussion & Analysis Reportâ is annexed.
The Report on Corporate Governance as stipulated under Regulation 15(2) & 34(3) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31st March, 2024, as forms part of the Annual Report and which has been set out in a separate report called âCorporate Governance Reportâ annexed herewith.
The requisite Certificate from the Statutory Auditors of the Company, M/s. NAVIN NAYAR & COMPANY, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 15(2) & 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.
STATUTORY INFORMATION AND OTHER DISCLOSURES
The declaration required under regulation 26(3) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, regarding âCode of Business Ethicsâ of the Company issued by Chief Executive Officer-cum-Managing Director, is annexed and forms are integral part of this Report.
The certificate required from a Company Secretary in Practice under sub-clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, regarding âDirectors and KMP are not debarred or disqualified from statutory authoritiesâ of the Company issued by Company Secretary in Practice, is annexed and forms are integral part of this Report.
The Chief Executive Officer and Chief Financial Officer, joint certificate required under regulation 17(8) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations 2015, regarding âCEO/CFO Certification of Financial Reportâ of the Company issued by Chief Executive Officer-cum-Managing Director and Chief Financial Officer, jointly, is annexed and forms are integral part of this Report.
AUDITORS AND AUDITORSâ REPORT AND REPORTING OF FRAUD BY AUDITORS
(a) . Statutory Auditors & their Statutory Audit Report & Income Tax Audit Report
The Companyâs Existing Statutory Auditors (who sign this Audit Report), M/s. Navin Nayar & Company, Chartered Accountants (Firm Registration No. 32895IE), after signing this Audit Report tender their resignation due to not having necessary Peer Review Certificate. The Board accept their resignation and appoint a New Statutory Auditors M/s. NKSJ & Associates, Chartered Accountants (Firm Registration No.329563E - having requisite Peer Review Certificate No.014684) appointed as Statutory Auditors of the Company for a period of One year i.e. Financial Year 2024-25 (from 01/04/2024 to 31/03/2025) from the conclusion of ensuing 33 rd AGM of the Company, as required under section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. Hence the resolution seeking approval of the Members for their appointment at this 33rd AGM.
The Retiring Statutory Auditors also conducted the Income Tax Audit Report of the Company for F.Y. 202324. There is no audit qualification, reservation or adverse remark for the year under review. The opinion made by retiring Statutory Auditorsâ in the Auditorsâ Report to the Members of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 28.15 of the Accounts. These are self explanatory and do not call for further comments.
(b) . Cost Auditors
The Board has received and approve the Cost Audit Report from Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants of Cost Audit Report for the Financial Year 2023-24 (Year ended March 31, 2024). There are no adverse/unfavorable remarks suggested by the Cost Auditors in their Report. The Board again appoint Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for next Financial Year 2024-25 (Year ended March 31,2025) as Cost Auditor of the Company.
AUDITORS AND AUDITORSâ REPORT AND REPORTING OF FRAUD BY AUDITORS
(c) . Secretarial Auditors & their Secretarial Audit Report & Secretarial Standards
The Board has received and approve the Secretarial Audit Report from Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES, Companies Secretaries of Secretarial Audit for the Financial Year 2023-24 (Year ended March 31, 2024). The Secretarial Audit Report and the Secretarial Annual Compliance Report, both for the financial year ended March 31, 2024 is annexed in a separate report namely âSecretarial Audit Reportâ in Form No. MR-3 and its Annexure-âAâ and âSecretarial Annual Compliance Reportâ. The Secretarial Audit Report and Secretarial Annual Compliance Report does not contain any qualification, reservation or adverse remark. The Company complies with all applicable Secretarial Standards.
The Board again appoint Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES, Companies Secretaries for next Financial Year 2024-25 (Year ended March 31, 2025) as Secretarial Auditor of the Company.
(d) . Internal Auditors
The Existing Internal Audtor Mr. Timir Baran Hazra, Chartered Accountants, a Practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, submitted regularly the Quarterly Internal Audit Report of Financial Year 2023-24 (Year ended March 31,2024). The Board again appoint Mr. Timir Baran Hazra, Chartered Accountants, a Practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, as Internal Auditor for next Financial Year 2024-25 (Year ended March 31,2025).
(e) . Reporting of Fraud by Auditors
During the year under review, neither the statutory auditors (Statutory & Income Tax Audit) nor the secretarial auditors & cost auditors & internal auditors has reported to the audit committee, under section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officer or employees, the details of which need to be mentioned in the Boardâs report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for woman and are suitably addressed. During the year, no complaints of sexual harassment were received.
The Audit Committee comprises Non-Executive & Independent Directors only namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent Director and Dr. Subrata Haidar, Mr. Surajit Raha & Mr. Rajat Banerjee as other Members. All the recommendations made by the Audit Committee were accepted by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE
The Stakeholder Relationship Committee comprises one Non-Executive Independent Director namely Mr. Buddhadeb Basu (Chairman) & one Non-Executive Women Director namely Mrs. Anjum Dhandhania (Member) and one Non-Executive Independent Women Director namely Mrs. Aditi Bagchi (Member) and one Executive Director namely Mr. Asheesh Dabriwal (Member). All the recommendations made by the Stakeholder Relationship Committee were accepted by the Board.
STAKEHOLDERS RELATIONSHIP COMMITTEE, NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE
The Nomination and Remuneration Committee comprises three Non-Executive Independent Director namely Mr. Buddhadeb Basu (Chairman), Mr. Surajit Raha (Member), & Mr. Rajat Banerjee (Member) and one NonExecutive & Woman Director namely Mrs. Anjum Dhandhania (Member). All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
The Corporate & Social Responsibility (CSR) Committee comprises three Non-Executive & Independent Director namely Mr. Buddhadeb Basu (Chairman), Mr. Surajit Raha (Members) & Mrs. Aditi Bagchi (Member) and one Executive Director namely Mr. Asheesh Dabriwal (Member). All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.
PROCEEDING UNDER INSOLVNCY AND BANKRUPCY CODE, 2016
There are no proceedings, either filed by Company or against the Company, pending under the Insolvency and bankruptcy Code, 2016 s amended before the national Company law Tribunal or other Courts as on 31st March, 2024.
ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/FINANCIAL INSTITUTIONS
The Company serviced all the debts & financial commitments as and when became due and no settlements were entered into with the bankers..
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
Your Directors state that during the Financial Year 2023-24 the Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeeting of the Board of Directorsâ and âGeneral Meetingsâ respectively. In the preparation of the Financial Statements, the Company has applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Your Company supports and welcomes the âGreen Initiativeâ undertaken by the Ministry of Corporate Affairs, Government of India, permitting electronic dissemination of Notices, Annual Reports through email to Members whose email IDs are registered with the Company/Depository Participants). Your Company send Notices of 33rd AGM and Annual Reports of F.Y. 2023-24 through email to Members whose email IDs are registered with tire Company/Depository Participant(s). Members can access all the documents relating to Annual General Meeting from Companyâs website at https://www.dilindia.co.in .
Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review:
1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.
ANNEXURES AND OTHER REPORT FORMING PART OF BOARDS REPORT
The Annexures referred to this Report and Other Reports/Certificate is a forming part of this Board Report to be disclosed are annexed as under :-1A1 Annexure of this Directors Report
1) Annexure -1 - Dividend Distribution Policy.
2) Annexure - II - Conservation of energy, technology, absorption and foreign exchange earing & outgo.
3) Annexure - III - Corporate & Social Responsibility (CSR) Report.
4) Annexure - IV - Disclosure of Remuneration to Managerial Personnel.
5) Annexure - V - Particulars of Employees as required under section 197(2) of the Companies Act, 2013 [B1 Other Report & Certificates
1) Management Discussion and Analysis Report.
2) Corporate Governance Report
3) Declaration by C.E.O. & Managing Director for code of Conduct
4) Certificate from Practicing Companies Secretary as per Regulation 34(3) and clause 10 of part C of Schedule V of SEBI (LODR) regarding Directors.
5) Certificate by Chief Executive Officer (C.E.O.) and Chief Financial Officer (C.F.O.)
6) Secretarial Audit Report in Form No. MR-3 along with Annexure-"Aâ
7) Secretarial Annual Compliance Report
8) Auditorsâ Certificate on Corporate Governance.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Mar 31, 2018
TO THE MEMBERS
The Directors are pleased to present the Companyâs Twenty-Seventh Annual Report and Companyâs Standalone Ind AS Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS :
The Boardâs Report shall prepared based on the standalone financial statements of the Company for the year ended March 31, 2018 as per Ind AS format is summarized below :- (Rs. in Lacs)
|
Year ended |
Year ended |
|
|
Particulars |
31.03.2018 |
31.03.2017 |
|
Revenue from Operations (net) |
5324.44 |
4726.85 |
|
Other Income |
577.32 |
533.91 |
|
Total Revenue including Other Comprehensive Income |
5901.76 |
5260.76 |
|
Profit Before Finance Cost, Depreciation & Tax |
1802.46 |
1681.17 |
|
Less : Finance Cost |
(-) 22.70 |
(-) 22.02 |
|
Less : Depreciation |
(-) 135.44 |
M 146.52 |
|
Profit Before Tax {and profit before exceptional and extraordinary items} |
1644.32 |
1512.63 |
|
Less : Provision for Taxation (inclusive of adjustment of deferred tax asset) |
M 351.44 |
M 417.33 |
|
Profit After Tax for the year of Continuing and Total Operation |
1292.88 |
1095.30 |
|
Add : Profit brought forward from previous year |
206.02 |
72.93 |
|
Profit Available for Appropriation |
1498.90 |
1168.23 |
|
Appropriations |
||
|
Dividend Declared in F.Y.2017-18 (Proposed Dividend of F.Y. 2016-17) & |
||
|
in F.Y. 2016-17 (Proposed Dividend of F.Y. 2015-16) |
(-) 60.00 |
(-) 60.00 |
|
Tax payment of Declared Dividend |
(-) 12.21 |
(-) 12.21 |
|
Transfer to General Reserve |
M 1425.00 |
(-) 890.00 |
|
Surplus Carried to Balance Sheet |
1.69 |
206.02 |
|
Net Worth (Capital employed at the year end) |
5896.69 |
4676.02 |
|
Book Value of Shares at the year end (Amount in |
196.56 |
155.87 |
|
Earning per Share (Amount in Rs.) |
43.10 |
36.51 |
INDIAN ACCOUNTING STANDARD
The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2017 with a transition date of April 1, 2016. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind As is applicable to the Company from April 1, 2017. The reconciliation and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note No.26 in the notes of accounts in the Standalone Ind AS Financial statement.
DIVIDEND
Your Directors have recommended a dividend of Rs. 2.50 per Equity Share (Previous year of Rs. 2/- per Equity Shares) for the financial year ended March 31, 2018, i.e. @25% of total paid-up equity share capital. The above dividend will be payable out of current yearâs profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow of Rs. 90.42 lacs (inclusive of tax on dividend of ^ 15.42 lacs). .
TRANSFER OF RESERVES
The Company proposes to transfer Rs. 1,450.00 lacs to the General Reserve out of the amount available for appropriation. The Other Equity i.e. Reserves & Surplus thereafter will stand as on March 31, 2018 at Rs. 5596.69 lacs at a Book value of Rs. 196.56 per Equity Share.
RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS
Your Companyâs operation during the year was satisfactory. The total revenue during the year was increased to 12.18% in comparison with its previous year, similarly the profit before tax during the year was increased to 8.71% in comparison with its previous year and profit after tax during the year was increased to 18.04% in comparison with its previous year. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years .
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Chanees in Directors and Key Managerial Personnel.
Mr. Tarun Kumar Das, Company Secretary of the Company resign from the Board w.e.f. 30/12/2017. The Board placed on record its valuable contribution made by him during the tenure as Company Secretary of the Company. Ms. Suruchi Tiwari, a Associate Member of the Institute of Company Secretaries of India, is appointed as Company Secretary of the Company w.e.f. 13/01/2018
b) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM
Mr. Janak Bhardwaj (DIN-00047641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment and the same proposed in notice.
c) Declaration by an Independent Directors :
The Company has received declaration from all the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.
d) Formal Annual Evaluation :
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the nonexecutive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the âNomination and Remuneration Committeeâ of the Company on yearly basis.
e) Number of meetings of the Board of Directors :
Five meetings of the Board of Directors were held during the financial year 2017-18 i.e. year ended 31/03/2018. For further details, please refer report on Corporate Governance of this Annual Report.
f) Policy of Directorsâ Appointment and Remuneration :
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consist of 6 members, one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is women (liable to retire by rotation) and rest three are independent (non-rotational). The Board periodically evaluates the need for change in its composition and size.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directorsâ report.
g) Familiarisation Programme for Independent Directors ;
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that;
(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2018 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, have been followed and there are no material departures from the same;
(ii) 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, 2018 and the profit of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the accounts for the financial year ended March 31, 2018 on a âgoing concernâ basis as per Ind AS format.
(v) the Directors 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) 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.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. There has been no change in the nature of business of the Company.
SIGNIFICANT CHANGES
This year implemented Ind AS format for preparing of Annual Report. The Company has adopted Ind AS with effect from 1st April, 2017 with comparatives being restated. Accordingly the impact of transition has been provided in Opening Reserves as at P'' April, 2016 and all the periods presented have been restated. No other significant changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
ESTABLISHMENT OF 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 Chairman of the Audit Committee of the Board of Director of the Company in appropriate or exceptional cases.
RISK MANAGEMENT
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company evaluating the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. *
AUDITORS AND AUDITORSâ REPORT
Statutory Auditors & their Statutory Audit Report
The Existing & Current Statutory Auditor M/s. D TIWARI & ASSOCIATES, Chartered Accountants, (Firm Registration No. 32895IE), hold office until the ensuing TWENTY-SEVENTH ANNUAL GENERAL MEETING and thereafter, he retire as per provision of the Companies Act, 2013.
The observations made in the Auditorsâ Report to the Members of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 26.3 of the Accounts. These are self explanatory and do not call for further comments. The Auditorâs Report does not contain any qualification, reservation or adverse remark.
Now as per requirement of Section 139(4) of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee & Board proposed to appoint a New Statutory Auditors in place of existing, who retire at ensuing Annual General Meeting. The New Statutory Auditors M/s. Navin Nayar & Co., Chartered Accountants (Firm Registration No. 317117E), have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for appointment proposed to appoint statutory audit of books of accounts of the Company for a Block of Five (5) years from Financial Year 2018-19 to Financial Year 2022-23 (from 01/04/2018 to 31/03/2023) on a remuneration to be mutually decided by the Board and the Auditors.
Cost Auditors
The Board has appointed Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for conducting Cost Audit for the Financial Year 2017-18 (Year ended 31/03/2018) and also appointed for next Financial Year 2018-19 as Cost Auditor, subject to such approvals as may be applicable.
Secretarial Auditors & their Secretarial Audit Report
The Board has appointed Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES, Companies Secretaries for conducting Secretarial Audit for the Financial Year 2017-18 (Year ended 31/03/2018) and also appointed for next Financial Year 2018-19 as Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed in a separate report namely âSecretarial Audit Reportâ in Form No. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
Internal Auditors
The Existing & Current Internal Auditor M/s. G. L. Singhal & Co. Chartered Accountants resign from the Company. The Board placed on record its valuable contribution made by him during the tenure as Internal Auditor of the Company.
Mr. Timir Baran. Hazra, Chartered Accountants, a practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, is appointed as Internal Auditors of the Company for Financial Year 2018-19 (from 01-04-2018 to 31/03/2019).
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in a separate Annexure - âIâ attached hereto and form part of the Report. ^ -
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as of March 31, 2018 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, in Form No. MGT - 9 shall form part of the Boardâs Report given in a separate Annexure - â11â attached hereto and form part of the Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the Company formed a new committee named Corporate & Social Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure - âIIIâ attached hereto and form part of the Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for women and are suitably addressed. During the year, no complaints of sexual harassment were received.
AUDIT COMMITTEE
The Audit Committee comprises Non-Executive & Independent Directors namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent Director namely Dr. Subrata Haidar & Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE
The Nomination and Remuneration Committee comprises two Non-Executive Independent Director namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and one Non-Executive & Women Director Mrs. Anjum Dhandhania (Member). All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive & Independent Director namely Mr. Buddhadeb Basu (Chairman), one Executive Director namely Mr. Asheesh Dabriwal (Member) and one Non-Executive & Independent Director namely Mr. Surajit Raha (Members). All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of its business activities are provided in the standalone financial statement (please refer to Note No. 6 & 9 to the Standalone Ind As Financial Statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, thus the disclosure in prescribed Form No. AOC - 2 is not required as per third provision of Section 188(1) of the Companies Act, 2013. Your Directors draw attention of the members to Note No. 25.8 of the Standalone Ind AS Financial Statement which sets out related party disclosures as per Ind AS - 24.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure - âIVâ attached hereto and form part of the Report.
Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31st March, 2018, as forms part of the Annual Report and which has been set out in a separate report called âCorporate Governance Reportâ annexed herewith. The requisite Certificate from the Statutory Auditors of the Company, M/s. D TIWARI & ASSOCIATES, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 & Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31s1 March, 2018, is presented in a separate section forming part of the Annual Report called as Management Discussion & Analysis Reportâ is annexed.
GENERAL
Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review :
1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.
5) No significant or material orders were passed by the regulators or courts or tribunal which impact the going concern status and Companyâs operation in future.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Place : Kolkata For and on behalf of the Board of Directors
Dated : 14th day of May, 2018 ASHEESH DABRIWAL
Managing Director & C.E.O.
(DIN - 00044783)
Mar 31, 2016
TO THE MEMBERS
The Directors are pleased to present their Twenty-Fifth Annual Report on the business and operations of the Company and the Audited Statement of Accounts for the Financial Year ended 31st March, 2016.
FINANCIAL HIGHLIGHTS :
The Boardâs Report shall prepared based on the standalone financial statements of the Company for the year ended March 31, 2016 is summarized below :-__(Rs, in Lacs)
|
---- --_7 _ . |
Year ended |
Year ended |
|
Particulars |
31.03.2016 |
31.03.2015 |
|
Revenue from Operations (net) Other Income Total Revenue |
3669.68 273.10 3942.78 |
4076.97 138.76 4215.73 |
|
Profit Before Finance Cost, Depreciation & Tax Less : Finance Cost Less: Depreciation Profit Before Tax {and profit before exceptional and extraordinary items} Less : Provision for Taxation (inclusive of adjustment of deferred tax asset) |
840.49 (-) 33.88 (-) 160.61 646.00 155.66 |
1075.35 (-) 18.02 199.75 857.58 (-) 280.78 |
|
Profit After Tax for the year of Continuing and Total Operation |
490.34 |
576.80 |
|
Add : Profit brought forward from previous year |
2.59 |
4.79 |
|
Profit Available for Appropriation |
492.93 |
581.59 |
|
Appropriations Proposed Dividend on Equity Shares Rs, 21- per share (Previous Yr. f 1.50 per share) Provision for Tax on Dividend |
(-) 60.00 (-) 12.21 |
(-) 45.00 (-) 9.00 |
|
Transfer to General Reserve __ |
420.00 |
525.00 |
|
Surplus Carried to Balance Sheet |
0.72 |
2.79 |
|
Net Worth (Capital employed at the yearend) Book Value of Shares at the yearend (Amount in Rs,) Earnings per Share (Amount in Rs,)__ |
3580.72 119.36 16.34 |
3162.59 105.42 19.23 |
DIVIDEND
Your Directors have recommended a dividend of Rs, 2/- per Equity Share (Previous year of Rs, 1.50 per Equity Shares) for the financial year ended March 31, 2016, i.e. @20% of total paid-up equity share capital. The above dividend will be payable out of current yearâs profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow of Rs, 72.21 lacs (inclusive of tax on dividend of Rs, 12.21 lacs).
TRANSFER OF RESERVES
The Company proposes to transfer Rs, 420.00 lacs to the general reserve out of the amount available for appropriation. The Reserves & Surplus thereafter will stand as on March 31, 2016 at Rs, 3280.72 lacs at a Book value of Rs, 119.36 per Equity Share.
RESULTS OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS
Your Companyâs operation during the year was not satisfactory. The total revenue during the year was decreased @6.47% in comparison with its previous year, similarly the profit before tax during the year was decreased @24.67% in comparison with its previous year and profit after tax during the year was decreased @14.99% in comparison with its previous year. This happened only due to enhancement of production cost, lower of demand due to strong competition in the market. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years .
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Changes in Directors and Key Managerial Personnel approved in previous AGM dt.28/09/2015.
During the year under review, the following changes took place in the Board of Directors & Key Managerial Personnel of your Company, approved in the previous Annual General Meeting Dt. 28/09/2015 :-
1) Mrs. Anjum Dhandhania (DIN-00058506), a Non-Executive Women Director of the Company, retire by rotation & already re-appointed in the previous AGM dated 28th September, 2015.
2) Mr. Surajit Raha (DIN-07019436), a Non-Rotational Independent Director of the Company, already re-appointed for 5 year terms (from September 28, 2015 to September 27, 2020) in the previous AGM dated 28th September, 2015.
3) The Remuneration of Mr. Asheesh Dabriwal (DIN-00044783), Managing Director of the Company, have been increased From Rs. 1,00,000/- per month as basic pay to Rs.2,50,000/- per month as basic pay plus other terms and agreement with effect from 01/04/2015 to 31/03/2019, already approved in the previous AGM dated 28th September, 2015.
b) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM
Mr. Janak Bhardwaj (DIN-00047641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment and the same proposed in notice.
c) Declaration by an Independent Directors :
The Company has received declaration from all the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.
d) Formal Annual Evaluation :
The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the âNomination and Remuneration Committeeâ of the Company on yearly basis.
e) Number of meetings of the Board of Directors :
Eight meetings of the Board of Directors were held during the financial year 2015-16 i.e. year ended 31/03/2016. For further details, please refer report on Corporate Governance of this Annual Report.
f) Policy of Directorsâ Appointment and Remuneration :
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2016, the Board consist of 6 members, one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is women (liable to retire by rotation) and rest three are independent (non-rotational). The Board periodically evaluates the need for change in its composition and size.
The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directorsâ report.
g) Familiarisation Programme for Independent Directors :
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that;
(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2016 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, have been followed and there are no material departures from the same;
(ii) 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, 2016 and the profit of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the accounts for the financial year ended March 31, 2016 on a âgoing concernâ basis.
(v) the Directors 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) 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.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
SIGNIFICANT CHANGES
No significant changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
ESTABLISHMENT OF 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 Chairman of the Audit Committee of the Board of Director of the Company in appropriate or exceptional cases.
RISK MANAGEMENT
The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company evaluating the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks.
AUDITORS AND AUDITORSâ REPORT Statutory Auditors & their Statutory Audit Report
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing TWENTY-FIFTH ANNUAL GENERAL MEETING and are eligible for reappointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for re-appointment.
The observations made in the Auditorsâ Report to the Members of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 25 of the Accounts. These are self explanatory and do not call for further comments. The Auditorâs Report does not contain any qualification, reservation or adverse remark.
Cost Auditors
The Board has appointed Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for conducting Cost Audit for the Financial Year 201516 (Year ended 31/03/2016) and also appointed for next Financial Year 2016-17 as Cost Auditor, subject to such approvals as may be applicable.
Secretarial Auditors & their Secretarial Audit Report
The Board has appointed Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES, Companies Secretaries for conducting Secretarial Audit for the Financial Year 2015-16 (Year ended 31/03/2016) and also appointed for next Financial Year 2016-17 as Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed in a separate report namely âSecretarial Audit Reportâ in Form No. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in a separate Annexure - âIâ attached hereto and form part of the Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as of March 31, 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, in Form No. MGT - 9 shall form part of the Boardâs Report given in a separate Annexure - âIIâ attached hereto and form part of the Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the Company formed a new committee named Corporate & Social Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure â âIIIâ attached hereto and form part of the Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for women and are suitably addressed. During the year, no complaints of sexual harassment were received.
Cont page - 5
AUDIT COMMITTEE
The Audit Committee comprises Non-Executive & Independent Directors namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent Director namely Dr. Subrata Haidar & Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Audit Committee were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE
The Nomination and Remuneration Committee comprises one Non-Executive Director namely Mrs. Anjum Dhandhania (Chairman), one Non-Executive & Independent Director namely Mr. Buddhadeb Basu and one Executive Director namely Mr. Asheesh Dabriwal as other Members. All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive & Independent Director namely Mr. Buddhadeb Basu (Chairman), one Executive Director namely Mr. Asheesh Dabriwal and one Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of its business activities are provided in the standalone financial statement (please refer to Note No. 11 & 15 to the standalone financial statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on armâs length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, thus the disclosure in prescribed Form No. AOC â 2 is not required as per third provision of Section 188(1) of the Companies Act, 2013. Your Directors draw attention of the members to Note No. 25.8 of the Financial Statement which sets out related party disclosures as per Accounting Standards â 18.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure - âIVâ attached hereto and form part of the Report. Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements of the Company with the Stock Exchanges for the period from 1st Aprilâ 2015 to 30th November, 2015 and as per Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1st December, 2015 to 31st March, 2016, as forms part of the Annual Report and which has been set out
in a separate report called âCorporate Governance Reportâ annexed herewith. The requisite Certificate from the Statutory Auditors of the Company, M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 & Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements of the Company with the Stock Exchanges for the period from 1st Aprilâ 2015 to 30 November, 2015 and as per Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1st December, 2015 to 31st March, 2016, is presented in a separate section forming part of the Annual Report called as Management Discussion & Analysis Reportâ is annexed.
GENERAL
Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review :
1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2) Issue of equity shares with differential rights as to dividend, voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.
5) No significant or material orders were passed by the regulators or courts or tribunal which impact the going concern status and Companyâs operation in future.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Place : Kolkata For and on behalf of the Board of Directors
Dated : 30th day of May , 2016 SD/-
ASHEESH DABRIWAL
Managing Director & C.E.O.
Mar 31, 2015
DEAR MEMBERS,
The Directors are pleased to present the Twenty-Fourth Annual Report
on the business and operations of the Company and the Audited Statement
of Accounts for the Financial Year ended 31st March, 2015.
FINANCIAL HIGHLIGHTS :
The Board's Report shall prepared based on the standalone financial
statements of the Company for the year ended March 31, 2015 is
summarized below :-
(Rs. in Lacs)
Year ended Year ended
Particulars 31.03.2015 31.03.2014
Revenue from Operations (net) 4076.97 4951.45
Other Income 158.54 67.42
Total Revenue 4235.51 5018.87
Profit Before Finance Cost, Depreciation
& Amortisation & Tax 1075.35 1255.16
Less : Finance Cost (-) 18.01 (-) 8.10
Less : Depreciation & Amortisation (-) 199.76 (-) 138.47
Profit Before Tax {and profit before
exceptional and extraordinary items} 857.58 1108.59
Less : Provision for Taxation (inclusive
of adjustment of deferred tax
assets/liabilities) (-) 280.78 (-) 368.35
Profit After Tax for the year of
Continuing and Total Operation 576.80 740.24
Add : Profit brought forward from
previous year 4.79 1.85
Profit Available for Appropriation 581.59 742.09
Appropriations
Proposed Dividend on Equity Shares
(Rs. 1.50 per share) (-) 45.00 (-) 45.00
Provision for Tax on Dividend (-) 9.00 (-) 7.30
Transfer to General Reserve (-) 525.00 (-) 685.00
Surplus Carried to Balance Sheet 2.59 4.79
Net Worth (Capital employed at the year end) 3162.59 2639.79
BookValueof Shares at the year end
(Amount in Rs.) 105.42 87.99
Earning per Share (Amount in Rs.) 19.23 24.67
DIVIDEND AND RESERVES
Your Directors have recommended a dividend of Rs. 1.50 per Equity Share
(Previous year of Rs. 1.50 per Equity Shares) for the financial year
ended March 31,2015, i.e. @15% of total paid-up equity share capital.
The above dividend will be payable out of current year's profit of the
Company. The dividend, if approved by the shareholders, will entail an
out-flow of Rs. 54.00 lacs (inclusive of tax on dividend of Rs. 9.00
lacs). The Reserves & Surplus thereafter will stand at Rs. 2862.59 lacs
at a Book value of Rs. 105.42 per Equity Share.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
Your Company's operation during the year was not satisfactory. The
total revenue during the year was decreased by 15.61% in comparison
with its previous year and similarly the profit before tax and profit
after tax, both were decreased by more than 22% in comparison with its
previous year. This happened only due to enhancement of production
cost, lower of demand due to strong competition in the market. Your
Directors continue to be of the opinion that high quality of products
and innovations in products as well as improvement in technology along
with cost cutting efforts will help your company to face this
competition. The company is expected to continue to do well and improve
further in the coming years .
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments have occurred after the close of
the year till the date of this Report, which affect the financial
position of the Company.
SIGNIFICANT CHANGES
With effect from April 01, 2014, the Company has revised the estimated
useful life of its intangible fixed assets as per Part-C of Schedule II
to the Companies Act, 2013, resulting in a high value of depreciation
provided during the year as total amounting to Rs. 199.76 lacs which is
increased by 44.26% in comparison with previous year (refer Note 10 of
Notes to Financial Statement).
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
AUDITORS AND AUDITORS' REPORT
Statutory Auditors & their Statutory Audit Report
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of
your Company, hold office until the conclusion of the ensuing
TWENTY-FOURTH ANNUAL GENERAL MEETING and are eligible for
re-appointment. They have confirmed their eligibility to the effect
that their re-appointment, if made, would be within the prescribed
limits under the Companies Act, 2013 and they are not disqualified for
re-appointment.
The observations made in the Auditors' Report to the Members of the
Company have been dealt with in the Notes to the Statement of Profit
and Loss and the Balance Sheet in Notes No. 1 to 26 of the Accounts.
These are self explanatory and do not call for further comments. The
Auditor's Report does not contain any qualification, reservation or
adverse remark.
Cost Auditors
The Board has appointed Mr. Kishore Majumdar, Practicing Cost
Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost
Accountants for conducting Cost Audit for the Financial Year 2014-15
(Year ended 31/03/2015) and also appointed for next Financial Year
2015-16 as Cost Auditor, subject to such approvals as may be
applicable.
Secretarial Auditors & their Secretarial Audit Report
The Board has appointed Mr. Sushil Tiwari, Practicing Companies
Secretaries and Proprietor of M/s. SUSHIL TIwARi & ASSOCIATES,
Companies Secretaries for conducting Secretarial Audit for the
Financial Year 2014-15 (Year ended 31/03/2015) and also appointed for
next Financial Year 2015-16 as Secretarial Auditor. The Secretarial
Audit Report for the financial year ended March 31, 2015 is annexed in
a separate report namely "Secretarial Audit Report". The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
the Companies (Accounts) Rules, 2014 are given in a separate Annexure -
I attached hereto and form part of the Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return in Form No. MGT - 9 shall form part of
the Board's Report given in a separate Annexure - II attached hereto
and form part of the Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the Company formed a new committee named Corporate &
Social Responsibility Committee and adopt a CSR policy to be undertaken
by the Company, which has been approved by the Board. The disclosure as
per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,
2014 are given in a separate Annexure - III attached hereto and form
part of the Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Changes in Directors and Key Managerial Personnel
During the year under review, the following changes took place in the
Board of Directors & Key Managerial Personnel of your Company :-
1) Late Adinath Banerjee, Company Secretary of the Company passed away
on 01/08/2014. The Board placed on record its deep appreciation for the
valuable contribution made by him during his tenure as Company
Secretary of the Company.
2) Mr. Tarun Kumar Das, a Associate Member of the Institute of Company
Secretaries of India, is appointed as Company Secretary of the Company
w.e.f. 01/09/2014.
3) Mr. Vijay Swaminathan (DIN-03505029), Independent Director of the
Company resign from the Board w.e.f. 22/09/2014. The Board placed on
record its valuable contribution made by him during his tenure as
Independent Director of the Company.
4) Mr. Surajit Raha (DIN-07019436), appointed as Independent Director
of the Company w. e. f. 08/12/2014 and he hold office till the
conclusion of next Annual General Meeting and being eligible have
offered himself for re-appointment for a period of 5 years as
Non-Rotational Independent Director.
5) Mr. Ashok Kumar Singh, existing Chief Financial Officer of the
Company re-appointed as Chief Financial Officer of the Company w.e.f.
08/12/2014, in perview of the Companies Act, 2013.
6) Mrs. Anjum Dhandhania (DIN-00058506), a Non-Executive Woman Director
of the Company, retire by rotation at the ensuing Annual General
Meeting and being eligible have offered herself for re-appointment.
b) Declaration by an Independent Directors :
The Company has received declaration from all the Independent Directors
(Non-Rotational) of the Company, confirming that they meet the criteria
of independence as per Section 149(6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreements with Stock Exchanges in India.
c) Formal Annual Evaluation :
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and Other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors. The Remuneration paid to Directors &
Other Key Managerial Personnel are evaluated by the "Remuneration /
Management Committee" of the Company on yearly basis.
d) Number of meetings of the Board of Directors :
Ten meetings of the Board of Directors were held during the financial
year 2014-15 i.e. year ended 31/03/2015. For further details, please
refer report on Corporate Governance of this Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises Non-Executive & Independent Directors
namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent
Director namely Dr. Subrata Haldar & Non-Executive & Independent
Director namely Mr. Surajit Raha as other Members. All the
recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporate a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance comprising all directors & senior executives of the Company.
REMUNERATION / NOMINATION / MANAGEMENT COMMITTEE AND CSR COMMITTEE
The Remuneration / Management Committee comprises one Non-Executive
Director namely Mrs. Anjum Dhandhania (Chairman), one Non-Executive &
Independent Director namely Mr. Buddhadeb Basu and one Executive
Director namely Mr. Asheesh Dabriwal as other Members. All the
recommendations made by the Remuneration / Nomination / Management
Committee were accepted by the Board.
The Corporate & Social Responsibility (CSR) Committee comprises one
Non-Executive & Independent Director namely Mr. Buddhadeb Basu
(Chairman), one Executive Director namely Mr. Asheesh Dabriwal and one
Non-Executive & Independent Director namely Mr. Surajit Raha as other
Members. All the recommendations made by the Corporate & Social
Responsibility Committee were accepted by the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year the Company have not paid any loans, guarantees or made
any investments referred to Section 186 of the Companies Act, 2013. The
particulars of other loans given, investments made for the purpose of
its business activities are provided in the standalone financial
statement (please refer to Note No. 12 & 16 to the standalone financial
statement).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the contracts/arrangements/transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on arm's length basis. During the year, the
Company had not entered into any contract/arrangement/transaction with
related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions,
thus the disclosure in prescribed Form No. AOC - 2 is not required as
per third provision of Section 188(1) of the Companies Act, 2013. Your
Directors draw attention of the members to Note No. 26.8 of the
Financial Statement which sets out related party disclosures as per
Accounting Standards - 18.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014 are provided in a separate Annexure - IV attached hereto
and form part of the Report.
Particulars of employees pursuant to the provisions of Section 197(12)
of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are NIL.
CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements forms part of the Annual Report and which has been
set out in a separate report called "Corporate Governance Report"
annexed herewith. The requisite Certificate from the Statutory Auditors
of the Company, M/s. Navin Nayar & Co., Chartered Accountants,
confirming compliance with the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49, is also annexed to this
Report.
RISK MANAGEMENT
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact its ability to achieve its strategic
objectives. The Company evaluating all the risks that the organization
faces such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory, reputational and other
risks.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is
hereby confirmed that;
(i) in the preparation of the Annual Accounts for the financial year
ended March 31,2015 the applicable accounting standards read with
requirements set out under Schedule II to the Companies Act, 2013, have
been followed and there are no material departures from the same;
(ii) 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 31,2015 and the profit of the Company for
the year ended on that date;
(iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the accounts for the financial year
ended March 31, 2015 on a 'going concern' basis.
(v) the Directors 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) 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.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report called as "Management Discussion & Analysis Report" is
annexed.
GENERAL
Your Directors state that no disclosures or reporting is required in
respect of the following items as there were no transactions on this
items during the year under review :
1) Details relating to deposits covered under Chapter V of the
Companies Act, 2013.
2) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this
Report.
4) Neither the Managing Director nor the any Executive Director of the
Company receive any remuneration or commission from any of its
subsidiaries.
5) No significant or material orders were passed by the regulators or
courts or tribunal which impact the going concern status and Company's
operation in future.
Your Directors further state that during the year under review, there
were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, Vendors and Members during the year under
review. Your Directors also wish to place on record their deep sense
of appreciation for the committed services by the Company's executives,
staff and workers.
For and on behalf of the Board of Directors
Place : Kolkata ASHEESH DABRIWAL
Dated : 30th day of June, 2015 Managing Director & C.E.O.
Mar 31, 2014
TO THE MEMBERS
The Directors are pleased to present the Twenty-Third Annual Report
and the Audited Statement of Accounts for the Financial Year ended 31st
March, 2014.
CORPORATE OVERVIEW :
DHP India Limited is a Manufacturing Company of LP Gas Regulator
(Liquified Petroleum Gas Regulator), its accessories and parts thereof.
The Registered Office of the Company is situated in Kolkata & its
Factory is situated in Howrah District, West Bengal.
The Company prepares its financial statements in compliance with the
requirement of the Companies Act, 1956, and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on the historical cost basis.
FINANCIAL RESULTS :
The performance of the Company for the financial year ended March 31,
2014 is summarised below :-
(fin Lacs)
Year ended Year ended
Particulars 31.03.2014 31.03.2013
Revenue from Operations (net) 4951.45 2538.27
Other Income 67.42 37.53
Total Revenue 5018.87 2575.80
Profit Before Finance Cost,
Depreciation & Amortisation & Tax 1255.16 629.05
Less : Finance Cost (-) 8.10 (-) 13.50
Less : Depreciation & Amortisation (-) 138.47 (-) 118.60
Profit Before Tax {and profit
before exceptional and
extraordinary items} 1108.59 496.95
Less : Provision for Taxation
(inclusive of adjustment of
deferred tax assets/liabilities) (-) 368.35 (-) 163.85
Profit After Tax for the
year of Continuing and
Total Operation 740.24 333.10
Add : Profit brought forward
from previous year 1.85 3.62
Profit Available for
Appropriation 742.09 336.72
Appropriations
Proposed Dividend on
Equity Shares
( f 1.50 per share) (-) 45.00 (-) 30.00
Provision for Tax on Dividend (-) 7.30 (-) 4.87
Transfer to General Reserve (-) 685.00 (-) 300.00
Surplus Carried to Balance Sheet 4.79 1.85
Net Worth (Capital
employed at the year end) 2639.79 1951.85
Book Value of Shares at
the year end (Amount in ^) 87.99 65.06
Earning per Share (Amount in f) 24.67 11.10
OPERATIONS
Your Company''s operation during the year was satisfactory. The revenue
from operations & total revenue are increased from its previous year
and profit before tax & profit after tax are increased from its
previous year.
FUTURE PROSPECTS
There is strong competition in the market. Your Directors continue to
be of the opinion that high quality of products and innovations in
products as well as improvement in technology along with cost cutting
efforts will help your company to face this competition. The company is
expected to continue to do well and improve further in the coming years
.
DIVIDEND AND RESERVES
Your Directors have recommended a dividend of Rs 1.50 per Equity Share
(Previous year of Rs 1/- per Equity Shares) for the financial year ended
March 31, 2014, i.e. @15% of total paid-up equity share capital. The
above dividend will be payable out of current year''s profit of the
Company. The dividend, if approved by the shareholders, will entail an
out-flow of Rs 52.30 lacs (inclusive of tax on dividend of Rs 7.30 lacs).
The Reserves & Surplus thereafter will stand at Rs 2339.79 lacs at a
Book value of Rs 87.99 per Equity Share.
PUBLIC DEPOSITS
The Company did not invite or accept any deposits from public under
Section 58A of the Companies Act, 1956 and the Rules made there under.
COMPLIANCE
The Company has not defaulted by SEBI / Depositories / Stock Exchanges
/ Any Financial Institution / Any Government & Semi-Government
authorities for any compliances.
PROMOTER GROUP
Pursuant to an intimation from Promoters, the names of the Promoters
and entities comprising "group" as defined under Monopolies and
Restrictive Trade Practices Act, 1969, have been disclosed in the
Annual Report of the Company for the purpose of Regulation 3(1)(e) of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
DIRECTORS
The Company had, pursuant to provisions of clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Sri Buddhadeb
Basu, Dr. Subrata Haldar & Sri Vijay Swaminathan as Independent
Director of the Company.
As per section 149 of the Companies Act, 2013, which come into effect
from April 1, 2014, every listed company is required to have at least
one woman director and at least one-third of its total number of
directors as Independent Director (not retire by rotation). In
accordance with the provisions of section 149 of the Companies Act,
2013, Sri Buddhadeb Basu, Dr. Subrata Haldar & Sri Vijay Swaminathan,
are appointed as Independent Director (as non-rotational director) to
hold office at their tenure of appointment for a further period of five
years mentioned in the Notice of forthcoming Annual General Meeting of
the Company.
The Board of Directors of the Company, at its meeting held at April 16,
2014 has, subject to approval of Shareholders/Members, re-appointed Mr.
Asheesh Dabriwal as Managing Director of the Company, for a further
period of 5 years (from 01/04/2014 to 31/03/2019),on a revised
remuneration approved by the Board.
Shri Janak Bhardwaj, Directors of the Company, retire from office by
rotation in accordance with the requirements of the Companies Act,
1956, and the provision of Article 126 of the Articles of Association
of the company and being eligible offer himself for re-appointment.
None of the Directors of the Company are disqualified as per section
274(1)(g) of the Companies Act, 1956. The Directors have made necessary
disclosures as required under various provisions of the Act and Clause
49 of the Listing Agreement.
Brief particulars and expertise of these Directors have been given in
this Report on the Corporate Governance and in the Notice of the
ensuing Annual General meeting of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed;
(i) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014 the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2014 and the profit of the
Company for the year ended on that date under review;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March, 2014 on a ''going concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956 are given in a separate
Annexure  I attached hereto and form part of the Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. The Directors adhere to the requirements set out by the
Securities and Exchange Board of India''s Corporate Governance practices
and have implemented all the stipulations prescribed. The Company has
implemented several best corporate governance practices as prevalent
globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements forms part of the Annual Report and which has been
set out in Annexure  II.
The requisite Certificate from the Statutory Auditors of the Company,
M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report marked Annexure  III.
AUDITORS AND AUDITORS'' REPORT
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of
your Company, hold office until the conclusion of the TWENTY-SECOND
ANNUAL GENERAL MEETING and are recommended for re-appointment. As
required under section 224 of the Companies Act, 1956, the Company has
obtained a written certificate from them to the effect that their
re-appointment as Auditors, if made, would be in conformity with the
limits prescribed in the said section.
The observations made in the Auditors'' Report to the Members of the
Company have been dealt with in the Notes to the Statement of Profit
and Loss and the Balance Sheet in Notes No. 1 to 25 of the Accounts.
These are self explanatory and do not call for further comments.
COST AUDITORS
Consequent upon the notification of the Product or Activity Group
classification published vide S.O. 1747 (E) dated 7th August, 2012 and
in suppression of the earlier General Circular No.15/2011
[52/5/CAB-2011] dated 11th April,2011, the Ministry of Corporate
Affairs, Cost Audit Branch, Government of India issued the Order No. F.
No. 52/26/CAB-2010 dated 24th January, 2012, your Director has
appointed Mr. Kishore Majumdar, Practicing Cost Accountant and
Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for
conducting Cost Audit for the Financial Year 2013-14 and also proposed
for next Financial Year 2014-15 as Cost Auditor, subject to such
approvals as may be applicable.
Necessary certification and consent letter from the said Auditors for
both year has been obtained to the effect & intimated to the Central
Government to the effect that their appointment, if made, would be
within the limits prescribed under section 224(1B) of the Companies
Act, 1956.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on The Calcutta
Stock Exchange Ltd., Kolkata {Securities Code No.10014058} and Bombay
Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the
Listing Fees for the Financial Year 2014-15 have already been paid.
DEPOSITORY SYSTEM
Trading in equity shares of your Company in the dematerialised form is
compulsory for all the shareholders in terms of notification issued by
the Securities and Exchange Board of India (SEBI). Your Company has
achieved a high level of dematerialisation with about 97.64% of total
number of equity shares being held in electronic mode with NSDL and
CDSL. The custodian fees for the Financial Year 2014-15 have already
been paid.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND
PROTECTION FUND"
Pursuant to the provisions of Section 205(A)(5) of the Companies Act,
1956, the declared dividends on equity shares which remained unclaimed
for a period of 7 years have been transferred by the Company to the
Investor Education and Protection fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act. The
Company has, during the year under review, transferred a sum of
^29,105/- to Investor Education and Protection Fund, in compliance with
the provisions of Section 205C of the Companies Act, 1956. The said
amounts represents dividend of financial year ended 31/03/2006, which
was declared on 31/08/2006 and the same amount was transferred to
Investor Education & Protection Fund on 06/09/2013. Pursuant to the
provisions of Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying with
companies) Rules, 2012, the Company has uploaded the details of unpaid
and unclaimed amounts lying with the Company as on the date of last
Annual General Meeting on the website of the Ministry of Corporate
Affairs.
PERSONNEL
Particulars of employees pursuant to the provision of Section 217(2A)
of the Companies Act, 1956 are NIL.
INDUSTRIAL RELATIONS
The industrial relations continue to be generally peaceful and cordial.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by Investors, Banks, Securities and Exchange Board of
India, Stock Exchanges and other Government Agencies. Your Directors
would also like to thank the Bureau of Indian Standards (BIS), Chief
Controller of Explosives (CCOE), and business customers for all the
support given by them.
For and on behalf of the Board of Directors
Place : Kolkata ASHEESH DABRIWAL
Dated : 18th day of July, 2014. Managing Director & C.E.O.
Mar 31, 2013
TO THE MEMBERS
The Directors are pleased to present the Twenty-Second Annual Report
and the Audited Statement of Accounts for the Financial Year ended 31st
March, 2013.
CORPORATE OVERVIEW :
DHP India Limited is a Manufacturing Company of LP Gas Regulator
(Liquified Petroleum Gas Regulator), its accessories and parts thereof.
The Registered Office of the Company is situated in Kolkata & its
Factory is situated in Howrah District, West Bengal.
The Company prepares its financial statements in compliance with the
requirement of the Companies Act, 1956, and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on the historical cost basis.
FINANCIAL RESULTS :
The performance of the Company for the financial year ended March 31,
2013 is summarised below :-
(Rs.in Lacs)
Year ended Year ended
Particulars 31.03.2013 31.03.2012
Revenue from Operations (net) 2538.27 2497.40
Other Income 37.53 5.09
Total Revenue 2575.80 2502.49
Profit Before Finance Cost,
Depreciation & Amortisation & Tax 629.05 681.36
Less : Finance Cost (-) 13.50 (-) 23.39
Less : Depreciation & Amortisation (-) 118.60 (-) 121.92
Profit Before Tax {and profit
before exceptional and extraordinary
items} 496.95 536.05
Less : Provision for Taxation
(inclusive of adjustment of deferred tax
assets/liabilities) (-) 163.85 (-) 179.71
Profit After Tax for the year of
Continuing and Total Operation 333.10 356.34
Add : Profit brought forward
from previous year 3.62 4.28
Profit Available for Appropriation 336.72 360.62
Appropriations
Proposed Dividend on Equity Shares
( Rs. 1 per share) (-) 30.00 Nil
Provision for Tax on Dividend (-) 4.87 Nil
Transfer to General Reserve (-) 300.00 (-) 357.00
Surplus Carried to Balance Sheet 1.85 3.62
Net Worth (Capital employed
at the year end) 1951.85 1653.62
Book Value of Shares at the
year end (Amount in Rs.) 65.06 55.12
Earning per Share (Amount in Rs.) 11.10 11.88
OPERATIONS
Your Company''s operation during the year was satisfactory. The revenue
from operations & total revenue are increased from its previous year
and profit before tax & profit after tax are marginally decreased from
its previous year.
FUTURE PROSPECTS
There is strong competition in the market. Your Directors continue to
be of the opinion that high quality of products and innovations in
products as well as improvement in technology along with cost cutting
efforts will help your company to face this competition. The company is
expected to continue to do well and improve further in the coming
years.
DIVIDEND AND RESERVES
Your Directors have recommended a dividend ofRs. 1 per Equity Share
(Previous year Nil) for the financial year ended March 31, 2013, i.e.
@10% of total paid-up equity share capital. The above dividend will be
payable out of current year''s profit of the Company. The dividend, if
approved by the shareholders, will entail an out-flow off 34.87 lacs
(inclusive of tax on dividend off 4.87 lacs). The Reserves & Surplus
thereafter will stand at Rs. 1651.85 lacs at a Book value of Rs. 65.06 per
Equity Share.
PUBLIC DEPOSITS
The Company did not invite or accept any deposits from public under
Section 58A of the Companies Act, 1956 and the Rules made there under.
COMPLIANCE
The Company has not defaulted by SEBI/Depositories/Stock Exchanges/Any
Financial Institution/ Any Government & Semi-Government authorities for
any compliances.
PROMOTER GROUP
Pursuant to an intimation from Promoters, the names of the Promoters
and entities comprising ''group as defined under Monopolies and
Restrictive Trade Practices Act, 1969, have been disclosed in the
Annual Report of the Company for the purpose of Regulation 3(1)(e) of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
DIRECTORS
Shri Vijay Swaminathan and Smt. Anjum Dhandhania, Directors of the
Company, retire from office by rotation in accordance with the
requirements of the Companies Act, 1956, and the provision of Article
126 of the Articles of Association of the company and being eligible
offer themselves for re-appointment.
None of the Directors of the Company are disqualified as per section
274(1)(g) of the Companies Act, 1956. The Directors have made necessary
disclosures as required under various provisions of the Act and Clause
49 of the Listing Agreement.
Brief particulars and expertise of these Directors have been given in
this Report on the Corporate Governance and in the Notice of the
ensuing Annual General meeting of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed;
(i) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2013 the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2013 and the profit of the
Company for the year ended on that date under review;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March, 2013 on a ''going concern'' basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956 are given in a separate
Annexure  I attached hereto and form part of the Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. The Directors adhere to the requirements set out by the
Securities and Exchange Board of India''s Corporate Governance practices
and have implemented all the stipulations prescribed. The Company has
implemented several best corporate governance practices as prevalent
globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements forms part of the Annual Report and which has been
set out in Annexure  II.
The requisite Certificate from the Statutory Auditors of the Company,
M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report marked Annexure ÂIII.
AUDITORS AND AUDITORS'' REPORT
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of
your Company, hold office until the conclusion of the TWENTY-SECOND
ANNUAL GENERAL MEETING and are recommended for re-appointment. As
required under section 224 of the Companies Act, 1956, the Company has
obtained a written certificate from them to the effect that their
re-appointment as Auditors, if made, would be in conformity with the
limits prescribed in the said section.
The observations made in the Auditors'' Report to the Members of the
Company have been dealt with in the Notes to the Statement of Profit
and Loss and the Balance Sheet in Notes No. 1 to 25 of the Accounts.
These are self explanatory and do not call for further comments.
COST AUDITORS
Consequent upon the notification of the Product or Activity Group
classification published vide S.O. 1747(E) dated 7th August, 2012 and
in suppression of the earlier General Circular No.15/2011
[52/5/CAB-2011] dated 11th April, 2011, the Ministry of Corporate
Affairs, Cost Audit Branch, Government of India issued the Order No. F.
No. 52/26/CAB-2010 dated 24th January, 2012, your Director has
appointed Mr. Kishore Majumdar, Practicing Cost Accountant and
Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for
conducting Cost Audit for the Financial Year 2012-13 and also proposed
for next Financial Year 2013-14 as Cost Auditor, subject to such
approvals as may be applicable.
Necessary certification and consent letter from the said Auditors for
both year has been obtained to the effect & intimated to the Central
Government to the effect that their appointment, if made, would be
within the limits prescribed under section 224(1B) of the Companies
Act, 1956.
SECRETARIAL AUDIT REPORT
Your Company voluntarily appointed M/s. Sushil Tiwari & Associates,
Practicing Company Secretary, to conduct Secretarial Audit of the
Company for the financial year ended March 31, 2013. The Secretarial
Audit Report addressed to the Board of Directors of the Company is
attached to this Annual Report. The Secretarial Audit Report confirms
that the Company has complied with all the applicable provisions of the
Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories
Act, 1996, Listing Agreement with the Stock Exchanges, Securities
Contract (Regulation) Act, 1956 and all the Regulations of SEBI as
applicable to the Company, including SEBI (Disclosure and Investor
Protection) Guidelines, 2000. SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider
Trading) Regulations, 1992.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on The Calcutta
Stock Exchange Ltd., Kolkata {Securities Code No.10014058} and Bombay
Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the
Listing Fees for the Financial Year 2013-14 have already been paid.
DEPOSITORY SYSTEM
Trading in equity shares of your Company in the dematerialised form is
compulsory for all the shareholders in terms of notification issued by
the Securities and Exchange Board of India (SEBI). Your Company has
achieved a high level of dematerialisation with about 97.64% of total
number of equity shares being held in electronic mode with NSDL and
CDSL. The custodian fees for the Financial Year 2013-14 have already
been paid.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO ''INVESTOR EDUCATION AND
PROTECTION FUNDÂ
Pursuant to the provisions of Section 205(A)(5) of the Companies Act,
1956, the declared dividends on equity shares which remained unclaimed
for a period of 7 years have been transferred by the Company to the
Investor Education and Protection fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act. The
Company has, during the year under review, transferred a sum of
Rs.48,700/- to Investor Education and Protection Fund, in compliance with
the provisions of Section 205C of the Companies Act, 1956. The said
amounts represents dividend of financial year ended 31/03/2005, which
was declared on 31/08/2005 and the same amount was transferred to
Investor Education & Protection Fund on 05/09/2012.
PERSONNEL
Particulars of employees pursuant to the provision of Section 217(2A)
of the Companies Act, 1956 are NIL.
INDUSTRIAL RELATIONS
The industrial relations continue to be generally peaceful and cordial.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by Investors, Banks, Securities and Exchange Board of
India, Stock Exchanges and other Government Agencies. Your Directors
would also like to thank the Bureau of Indian Standards (BIS), Chief
Controller of Explosives (CCOE), and business customers for all the
support given by them.
For and on behalf of
the Board of Directors
Place : Kolkata ASHEESH DABRIWAL
Dated : 25th day of July, 2013. Managing Director & C.E.O.
Mar 31, 2012
The Directors are pleased to present the Twenty-First Annual Report
and the Audited Statement of Accounts for the Financial Year ended 31st
March, 2012.
CORPORATE OVERVIEW:
DHP India Limited is a Manufacturing Company of LP Gas Regulator
(Liquefied Petroleum Gas Regulator), its accessories and parts thereof.
The Registered Office of the Company is situated in Kolkata & its
Factory is situated in Howrah District, West Bengal.
The Company prepares its financial statements in compliance with the
requirement of the Companies Act, 1956, and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on the historical cost basis.
FINANCIAL RESULTS :
The performance of the Company for the financial year ended March 31,
2012 is summarised below
(Rs in Lacs)
Year ended Year ended
Particulars 31.03.2012 31.03.2011
Revenue from Operations (net) 2497.40 2344.74
Other Income 5.75 8.49
Total Revenue 2503.15 2353.23
Profit Before Finance Cost, Depreciation
& Amortisation & Tax 681.36 539.06
Less: Finance Cost (-) 23.39 (-) 40.16
Less: Depreciation & Amortisation (-) 121.92 (-) 101.75
Profit Before Tax {and profit before
exceptional and extraordinary items} 536.05 397.15
Less: Provision for Taxation (inclusive
of adjustment of deferred tax
assets/liabilities) (-) 179.71 (-) 136.76
Profit After Tax for the year of
Continuing and Total Operation 356.34 260.39
Add: Profit brought forward from
previous year 4.28 3.89
Profit Available for Appropriation 360.62 264.28
Appropriations
Transfer to General Reserve (-) 357.00 (-) 260.00
Surplus Carried to Balance Sheet 3.62 4.28
Net Worth (Capital employed at the
year end) 1653.62 1297.28
Book Value of Shares at the year end
(Amount in Rs) 55.12 43.24
Earning per Share (Amount in Rs) 11.88 8.68
OPERATIONS
Your Company's operation during the year was satisfactory. The
revenue from operations, total revenue, profit before tax and profit
after tax all are increased from its previous year.
FUTURE PROSPECTS
There is strong competition in the market. Your Directors continue to
be of the opinion that high quality of products and innovations in
products as well as improvement in technology along with cost cutting
efforts will help your company to face this competition. The company is
expected to continue to do well and improve further in the coming
years.
DIVIDEND AND RESERVES
In view of the business strategies, there being a need to conserve
resource, no dividend is recommended during the year under review. The
Reserves & Surplus thereafter will stand at Rs 1353.62 lacs at a Book
value of ? 55.12 per Equity Share.
PUBLIC DEPOSITS
The Company did not invite or accept any deposits from public under
Section 58A of the Companies Act, 1956 and the Rules made there under.
COMPLIANCE
The Company has not defaulted by SEBI / Depositories / Stock Exchanges
/ Any Financial Institution / Any Government & Semi-Government
authorities for any compliances.
PROMOTER GROUP COMPANIES
Pursuant to an intimation from Promoters, the names of the Promoters
and entities comprising "group" as defined under Monopolies and
Restrictive Trade Practices Act, 1969, have been disclosed in the
Annual Report of the Company for the purpose of Regulation 3(1)(e) of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997 & 2011.
DIRECTORS
Shri Janak Bhardwaj and Dr. Subrata Haidar, Directors of the Company,
retire from office by rotation in accordance with the requirements of
the Companies Act, 1956, and the provision of Article 126 of the
Articles of Association of the company and being eligible offer
themselves for re-appointment.
None of the Directors of the Company are disqualified as per section
274(1)(g) of the Companies Act, 1956. The Directors have made
necessary disclosures as required under various provisions of the Act
and Clause 49 of the Listing Agreement.
Brief particulars and expertise of these Directors have been given in
this Report on the Corporate Governance and in the Notice of the
ensuing Annual General meeting of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed;
(i) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012 the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2012 and the profit of the
Company for the year ended on that date under review;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March, 2012 on a Ãgoing concern' basis.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956 are given in a separate
Annexure -I attached hereto and form part of the Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. The Directors adhere to the requirements set out by the
Securities and Exchange Board of India's Corporate Governance
practices and have implemented all the stipulations prescribed. The
Company has implemented several best corporate governance practices as
prevalent globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements forms part of the Annual Report and which has been
set out in Annexure -II.
The requisite Certificate from the Statutory Auditors of the Company,
M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report marked Annexure -III.
AUDITORS AND AUDITORS'REPORT
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of
your Company, hold office until the conclusion of the TWENTY-FIRST
ANNUAL GENERAL MEETING and are recommended for reappointment. As
required under section 224 of the Companies Act, 1956, the Company has
obtained a written certificate from them to the effect that their
re-appointment as Auditors, if made, would be in conformity with the
limits prescribed in the said section.
The observations made in the Auditors' Report to the Members of the
Company have been dealt with in the Notes to the Statement of Profit
and Loss and the Balance Sheet in Notes No. 1 to 24 of the Accounts.
These are self explanatory and do not call for further comments.
SECRETARIAL AUDIT REPORT
Your Company voluntarily appointed M/s. Sushil Tiwari & Associates,
Practicing Company Secretary, to conduct Secretarial Audit of the
Company for the financial year ended March 31, 2012. The Secretarial
Audit Report addressed to the Board of Directors of the Company is
attached to this Annual Report. The Secretarial Audit Report confirms
that the Company has complied with all the applicable provisions of the
Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories
Act, 1996, Listing Agreement with the Stock Exchanges, Securities
Contract (Regulation) Act, 1956 and all the Regulations of SEBI as
applicable to the Company, including SEBI (Disclosure and Investor
Protection) Guidelines, 2000, SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 & 2011 and SEBI (Prohibition of
Insider Trading) Regulations, 1992.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on The Calcutta
Stock Exchange Ltd., Kolkata {Securities Code No.10014058} and Bombay
Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306) and the
Listing Fees for the Financial Year 2012-13 have already been paid.
DEPOSITORY SYSTEM
Trading in equity shares of your Company in the dematerialised form is
compulsory for all the shareholders in terms of notification issued by
the Securities and Exchange Board of India (SEBI). Your Company has
achieved a high level of dematerialisation with about 97.62% of total
number of equity shares being held in electronic mode with NSDL and
CDSL. The custodian fees for the Financial Year 2012-13 have already
been paid.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION
AND PROTECTION FUND"
Pursuant to the provisions of Section 205(A)(5) of the Companies Act,
1956, the declared dividends on equity shares which remained unclaimed
for a period of 7 years have been transferred by the Company to the
Investor Education and Protection fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act. The
Company has, during the year under review, transferred a sum of
^31,175.50 to Investor Education and Protection Fund, in compliance
with the provisions of Section 205C of the Companies Act, 1956. The
said amount represents dividend of financial year ended 31/03/2004,
which was declared on 30/08/2004 and the same amount was transferred to
Investor Education & Protection Fund on 14/09/2011.
PERSONNEL
Particulars of employees pursuant to the provision of Section 217(2A)
of the Companies Act, 1956 are NIL. INDUSTRIAL RELATIONS
The industrial relations continue to be generally peaceful and cordial.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by Investors, Banks, Securities and Exchange Board of
India, Stock Exchanges and other Government Agencies. Your Directors
would also like to thank the Bureau of Indian Standards (BIS), Chief
Controller of Explosives (CCOE), and business customers for all the
support given by them.
For and on behalf of the Board of Directors
Place : Kolkata ASHEESH DABRIWAL
Dated : 18th day of July, 2012. Managing Director & C.E.O.
Mar 31, 2011
TO THE MEMBERS
The Directors have pleasure in presenting their Twentieth Annual
Report together with the Audited Statement of Accounts and the
Auditor's Report of your Company for the Financial Year ended 31 st
March, 2011.
CORPORATE OVERVIEW:
DHP India Limited is a Manufacturing Company of Low Pressure Regulator
for LPG Cylinders, their parts & various accessories having its
Registered Office in Kolkata & Factory in Howrah District, West Bengal.
The Company prepares its financial statements in compliance with the
requirement of the Companies Act, 19"6, and the Generally Accepted
Accounting Principles (GAAP) in India. Overall the financial statements
have been prepared on the historical cost basis.
FINANCIAL RESULTS :
The performance cr the Company for the financial year ended March 31,
2011 is summarised below :-
(Rs. in Lacs)
Year ended Year ended
Particulars 31.03.2011 31.03.2010
Net of Export Turnover of Sales 2344.40 1837.37
Net of Domestic Turnover of Sales 0.34 0.66
Net of Total Turnover of Sales 2344.74 1838.03
Total Income 2353.23 1866.19
Profit Before Interest, Depreciation,
Provision for Investment & Tax 535.63 436.38
Less: Interest Cost (-) 37.82 (-) 17.71
Less: Depreciation (-) 100.82 (-) 80.93
Add/Less : Provision written back & provision
for diminution of Investments ( ) 0.16 ( ) 20.12
Profit Before Tax 397.15 357.86
Less : Provision forTaxation : (a) Income Tax (-) 134.29 <-) 131.24
(b) Adj. of Deferred Tax Assets/Liabilities(-) (-) 2.47 ( ) 4.01
Profit After Tax 260.39 230.63
Add: Profit brought forward from previous year 3.89 0.75
Add/Less (-): Net of Income Less Taxes
related to earlier year Nil (-) 2.39
Profit Available for Appropriation 264.28 228.99
Appropriations
Proposed Dividend on Equity Shares NIL (-) 30.00
Provision for Corporate Dividend Tax NIL (-)5-10
Transfer to General Reserve (-) 260.00 (-) 190.00
Surplus Carried to Balance Sheet 4.28 3.89
Net Worth (Capital employed at the year end) 1297.28 1036.89
Book Value of Shares at the year end (in Rs.) 43.24 34.56
OPERATIONS
Your Company's operation during the year was satisfactory. During the
year the Company manufactured 27,61,228 pes of Low Pressure Regulators
for LPG Cylinders & Accessories and Parts etc. This was higher by 43.51
% as compared to the preceding year.
FUTURE PROSPECTS
Your Directors are optimistic that the Company's performance will
improve. Your Directors are of the opinion that high quality of
products and continuous innovations in products as well as improvement
in technology along with cost cutting efforts have to be continued and
to be maintained. The company is expected to continue to do well and
improve further in the coming years even in the face of strong
competition.
DIVIDEND AND RESERVES
In view of the business strategies, there being a need to conserve
resource, no dividend is recommended during the year under review. The
Reserves & Surplus thereafter will stand at Rs.997.28 lacs at a Book
value of Rs.43.24 per Equity Share.
PUBLIC DEPOSITS
The Company did not invite or accept any deposits from public under
Section 58A of the Companies Act, 1956 and the Rules made there under.
COMPLIANCE
The Company has not defaulted by SEBI / Depositories / Stock Exchanges
/ Any Financial Institution / Any Government. & Semi-Government
authorities for any compliances.
PROMOTER GROUP COMPANIES
Pursuant to an intimation from Promoters, the names of the Promoters
and entities comprising "group" as defined under Monopolies and
Restrictive Trade Practices Act, 1969, have been disclosed in the
Annual Report of the Company for the purpose of Regulation 3(1 )(e) of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997.
DIRECTORS
Sri Buddhadeb Basu & Smt. Anjum Dhandhania, Directors of the Company,
retire from office by rotation in accordance with the requirements of
the Companies Act, 1956, and the provision of Article 126 of the
Articles of Association of the company and being eligible offer
themselves for re-appointment.
Sri Rabindranath Das, Non-Executive & Independent Director of the
Company died suddenly on 14/03/2011. The Board hereby puts on records
its sincere gratitude to the Late Rabindranath Das for approximate 8
years of directorship on the Board of the Company and the invaluable
services and inputs' received from him regularly as a member of the
Board and also of the Audit Committee of the Company.
At the meeting of the Board of Directors of the Company held on April
30, 2011, Sri Vijay Swaminathan was appointed as Additional
Non-Executive & Independent Director of the Company to hold office upto
the date of the ensuing Annual General Meeting in terms of Section 260
of the Companies Act, 1956 read with Article 140 of the Articles of
Association of the Company.
None of the Directors of the Company are disqualified as per section
274(1 )(g) of the Companies Act, 1956. The Directors have made
necessary disclosures as required under various provisions of the Act
and Clause 49 of the Listing Agreement.
Brief particulars and expertise of these Directors have been given in
this Report on the Corporate Governance and in the Notice of the
ensuing Annual General meeting of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed;
(i) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2011 the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2011 and the profit of the
Company for the year ended on that c'ate under review;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March, 2011 on a 'going concern' basis.
CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956 are given in a separate
Annexure - I attached hereto and form part of the Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. The Directors adhere to the requirements set out by the
Securities and Exchange Board of India's Corporate Governance practices
and have implemented all the stipulations prescribed. The Company has
implemented several best corporate governance practices as prevalent
globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements forms part of the Annual Report and which has been
set out in Annexure - II.
The requisite Certificate from the Statutory Auditors of the Company,
M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance
wi'h the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report marked Annexure -- III.
AUDITORS AND AUDITORS' REPORT
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of
your Company, hold office until the conclusion of theTWENTIETH ANNUAL
GENERAL MEETING and are recommended for re-appointment. As required
under section 224 of the Companies Act, 1956, the Company has obtained
a written certificate from them to the effect that their re-appointment
as Auditors, if made, would be in conformity with the limits prescribed
in the said section.
The observations made in the Auditors' Report to the Members of the
Company have been dealt with in the Notes to the Profit & Loss Account
and the Balance Sheet in Schedule 21 of ins Accounts. These are self
explanatory and do not call for further comments.
SECRETARIAL AUDIT REPORT
Your Company voluntarily appointed M/s. Sushil Tiwari & Associates,
Practicing Company Secretary, to conduct Secretarial Audit of the
Company for the financial year ended March 31, 2011. The Secretarial
* Audit Report addressed to the Board of Directors of the Company is
attached to this Annual Report. The Secretarial Audit Report confirms
that the Company has complied with all the applicable provisions of the
Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories
Act, 1996, Listing Agreement with the Stock Exchanges, Securities
Contract (Regulation) Act, 1956 and all the Regulations of SEBI as
applicable to the Company, including SEBI (Disclosure and Investor
Protection) Guidelines, 2000. SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 and SEBI (Prohibition of Insider
Trading) Regulations, 1992.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on The Calcutta
Stock Exchange Ltd., Kolkata {Securities Code No. 10014058} and Bombay
Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the
Listing Fees for the Financial Year 2011-12 have already been paid.
DEPOSITORY SYSTEM
Trading in equity shares of your Company in the dematerialised form is
compulsory for all shareholders in terms of notification issued by the
Securities and Exchange Board of India (SEBI). Your Company has
achieved a high level of dematerialisation with about 97.25% of total
number of equity shares being held in electronic mode with NSDL and
CDSL. The custodian fees for the Financial Year 2011 -12 have already
been paid.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND
PROTECTION FUND"
Pursuant to the provisions of Section 205(A)(5) of the Companies Act,
1956, the declared dividends on equity shares which remained unclaimed
for a period of 7 years have been transferred by the Company to the
Investor Education and Protection fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act. The
Company has, during the year under review, transferred a sum of
Rs.19,752.50 to Investor Education and Protection Fund, in compliance
with the provisions of Section 205C of the Companies Act, 1956. The
said amounts represents dividend of financial year ended 31/03/2003,
which was declared on 31/08/2003 and the same amount was transferred to
Investor Education & Protection Fund on 20/09/2010.
PERSONNEL
Particulars of employees pursuant to the provision of Section 217(2A)
of the Companies Act, 1956 are NIL.
INDUSTRIAL RELATIONS
The industrial relations continue to be generally peaceful and cordial.
EXPANSION
During the previous financial year 2009-10, the company incurred
expenses for expansion of its factory project within the same factory
campus for enhancement of its capacity utilization. The expansion
project was completed in the current financial year 2010-11.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by Investors, Banks, Securities and Exchange Board of
India, Stock Exchanges and other Government Agencies. Your Directors
would also like to thank the Bureau of Indian Standards (BIS), Chief
Controller of Explosives (CCOE), and business customers for all the
support given by them.
For and on behalf of the Board of Directors
Place : Kolkata ASHEESH DABRIWAL
Dated : 15th day of July, 2011. Managing Director & C.E.O.
Mar 31, 2010
The Directors have pleasure in presenting their Nineteenth Annual
Report together with the Audited Statement of Accounts and the
Auditors Report of your Company for the Financial Year ended 31st
March, 2010.
FINANCIAL RESULTS :
The performance of the Company for the financial year ended March 31,
2010 is summarised below :-
(Rs. in Lacs)
Year ended Year ended
Particulars 31.03.2010 31.03.2009
Net of Export Turnover of Sales 1837.38 1183.73
Net of Domestic Turnover of Sales 0.65 69.80
Net of Total Turnover of Sales 1838.03 1253.53
Total Income 1877.64 1285.64
Profit Before Interest, Depreciation,
Provision for Investment & Tax 436.38 222.58
Less : Interest Cost (-) 17.71 (-) 11.31
Less : Depreciation (-) 80.93 (-) 74.78
Add/Less : Provision written back &
provision for diminution of Investments (+) 20.12 (-) 20.28
Profit Before Tax 357.86 116.21
Less : Provision for Taxation :
(a) Income Tax (-) 131.24 (-) 48.11
(b) Fringe Benefit Tax N.A. (-) 2.27
(c) Adj. of Deferred Tax Assets/
Liabilities (-) (+) 4.01 (-) 0.39
Profit After Tax 230.63 65.44
Add : Profit brought forward
from previous year 0.75 2.07
Add/Less (-): Net of Income Less
Taxes related to earlier year (-) 2.39 (-) 0.01
Profit Available for Appropriation 228.99 67.50
Appropriations
Proposed Dividend on Equity Shares (-) 30.00 Nil
Provision for Corporate Dividend Tax (-) 5.10 Nil
Transfer to General Reserve (-) 190.00 (-) 66.75
Surplus Carried to Balance Sheet 3.89 0.75
Net Worth (Capital employed
at the year end) 1036.89 843.75
Book Value of Shares at the year
end (in Rs.) 34.56 28.12
OPERATIONS
Your Companys operation during the year was satisfactory. During the
year the Company manufactured 19,24,088 pcs of Domestic Pressure
Regulators for LPG Cylinders & Accessories and Parts etc. This was
higher by 32.14 % as compared to the preceding year.
FUTURE PROSPECTS
The year 2008 & 2009 saw a major financial melt down all over the world
and consequent fall in demand in most products.
There has been a revival in most of the markets recently and your
company has been able to post much improved annual performance as
mentioned above. Your Directors are of opinion that the high qualities
of products and continuous innovations in products as well as
improvement in technology along with cost cutting efforts have to be
continued to be maintained. The company is expected to continue to do
well and improve further in the coming years even in the face of fierce
competition
DIVIDEND AND RESERVES
Your Directors recommend a dividend of Re.1 Per share (Previous year
Nil) on the Equity Share Capital of the Company for the year ended 31st
March, 2010 i.e. @10% of total paid-up equity share capital. The above
dividend will be payable out of current years profit of the company.
The dividend, if approved by the shareholders, will entail an out-flow
of Rs.35.10 lacs (inclusive of Corporate Dividend Tax). The Reserves &
Surplus thereafter will stand at Rs.736.89 lacs at a Book value of
Rs.34.56 per Equity Share.
PUBLIC DEPOSITS
The Company did not invite or accept any deposits from public under
Section 58A of the Companies Act, 1956 and the Rules made there under.
COMPLIANCE
The Company has not defaulted by SEBI / Depositories / Stock Exchanges
/ Any Financial Institution / Any Government & Semi-Government
authorities for any compliances.
PROMOTER GROUP COMPANIES
Pursuant to an intimation from Promoters, the names of the Promoters
and entities comprising "group" as defined under Monopolies and
Restrictive Trade Practices Act, 1969, have been disclosed in the
Annual Report of the Company for the purpose of Regulation 3(1)(e) of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
1997.
DIRECTORS
Sri Janak Bhardwaj & Dr. Subrata Haldar, Directors of the Company,
retire from office by rotation in accordance with the requirements of
the Companies Act, 1956, and the provision of Article 126 of the
Articles of Association of the company and being eligible offer
themselves for re-appointment.
During the year, the Board of Directors of the Company (the "Board"),
at its meeting held at November 30, 2009 has, subject to the approval
of Shareholders/Members, re-appointed Mr. Asheesh Dabriwal as Managing
Director of the Company, for a further period of approximate 5 years
(from 20/12/2009 to 31/12/ 2014), from the expiry of his present term
which was expire on December 19, 2009, on the remuneration approved by
the Board.
Brief particulars and expertise of these Directors have been given in
this Report on the Corporate Governance and in the Notice of the
ensuing Annual General meeting of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed;
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2010 the applicable accounting standards had
been followed along with proper explanation relating to material
departures;
(ii) that the directors had selected such accounting policies and
applied them consistently and made judgements and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2010 and the profit of the
Company for the year ended on that date under review;
(iii) that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the directors had prepared the accounts for the financial
year ended 31st March, 2010 on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars in respect of the conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956 are given in a separate
Annexure -I attached hereto and form part of the Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of Corporate
Governance. The Directors adhere to the requirements set out by the
Securities and Exchange Board of Indias Corporate Governance practices
and have implemented all the stipulations prescribed. The Company has
implemented several best corporate governance practices as prevalent
globally.
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements forms part of the Annual Report and which has been
set out in Annexure -II .
The requisite Certificate from the Statutory Auditors of the Company,
M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance
with the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges, is presented in a separate section forming part of the
Annual Report marked Annexure -III.
AUDITORS AND AUDITORS REPORT
M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of
your Company, hold office until the conclusion of the NINETEENTH ANNUAL
GENERAL MEETING and are recommended for reappointment. As required
under section 224 of the Companies Act, 1956, the Company has obtained
a written certificate from them to the effect that their re-appointment
as Auditors, if made, would be in conformity with the limits prescribed
in the said section.
The observations made in the Auditors Report to the Members of the
Company have been dealt with in the Notes to the Profit & Loss Account
and the Balance Sheet in Schedule 20 of the Accounts. These are self
explanatory and do not call for further comments.
SECRETARIAL AUDIT REPORT
Your Company voluntarily appointed M/s. Sushil Tiwari & Associates,
Practicing Company Secretary, to conduct Secretarial Audit of the
Company for the financial year ended March 31, 2010. The Secretarial
Audit Report addressed to the Board of Directors of the Company is
attached to this Annual Report. The Secretarial Audit Report confirms
that the Company has complied with all the applicable provisions of the
Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories
Act, 1996, Listing Agreement with the Stock Exchanges, Securities
Contract (Regulation) Act, 1956 and all the Regulations of SEBI as
applicable to the Company, including SEBI (Disclosure and Investor
Protection) Guidelines, 2000, SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997 and SEBI (Prohibition of Insider
Trading) Regulations, 1992.
LISTING OF EQUITY SHARES
The Equity Shares of the Company are listed and traded on The Calcutta
Stock Exchange Association Ltd., Kolkata {Securities Code No.14058} and
Bombay Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306}
and the Listing Fees for the Financial Year 2010-11 have already been
paid.
DEPOSITORY SYSTEM
Trading in equity shares of your Company in the dematerialised form is
compulsory for all shareholders in terms of notification issued by the
Securities and Exchange Board of India (SEBI). Your Company has
achieved a high level of dematerialisation with about 97.04% of total
number of equity shares being held in electronic mode with NSDL and
CDSL. The custodian fees for the Financial Year 2010-11 have already
been paid.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND
PROTECTION FUND"
Pursuant to the provisions of Section 205(A)(5) of the Companies Act,
1956, the declared dividends on equity shares which remained unclaimed
for a period of 7 years have been transferred by the Company to the
Investor Education and Protection fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act. The
Company has, during the year under review, transferred a sum of
Rs.29,888.50 to Investor Education and Protection Fund, in compliance
with the provisions of Section 205C of the Companies Act, 1956. The
said amounts represents dividend of financial year ended 31/03/2002,
which was declared on 31/08/2002 and the same amount was transferred to
Investor Education & Protection Fund on 09/09/2009.
PERSONNEL
Particulars of employees pursuant to the provision of Section 217(2A)
of the Companies Act, 1956 are NIL.
INDUSTRIAL RELATIONS
The industrial relations continue to be generally peaceful and cordial.
EXPANSION
During the previous financial year 2009-10, the company incurred
expenses for expansion of its factory project within the same factory
campus for enhancement of its capacity utilization. The expansion
project will be completed in the current financial year 2010-11.
ACKNOWLEDGEMENT
Your Directors acknowledge the recognition given and trust reposed in
your Company by Investors, Banks, Securities and Exchange Board of
India, Stock Exchanges and other Government Agencies. Your Directors
would also like to thank the Bureau of Indian Standards (BIS), Chief
Controller of Explosives (CCOE), and business customers for all the
support given by them.
For and on behalf of the Board of Directors
Place : Kolkata ASHEESH DABRIWAL
Dated : 15th day of July, 2010 Managing Director & C.E.O.
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- Board Meetings
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Stocks To Buy Today, Dec 19: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Stocks To Buy Today, Dec 18: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday -
Stocks To Buy Today, Dec 17: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
Stocks To Buy Today, Dec 16: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
India Stock Market Weekly Review: Nifty and Sensex Fall as Caution Spreads -
Stocks To Buy Today, Dec 15: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday
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Stocks To Buy Today, Dec 12: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Friday -
Market Outlook 2026: Kotak Securities Sees Nifty 50 at 30,000; THESE 4 Sectors Lead Rally, Gold To Stay Strong -
Stocks To Buy Today, Dec 10: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Wednesday -
D-Street Bleeds For 2nd Day! Sensex Slumps 678 Pts; Nifty Cracks 25,800; Why Stock Market Is Falling Today? -
Stocks To Buy Today, Dec 9: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Tuesday -
Stocks To Buy Today, Dec 8: Top 4 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Monday -
Stock Market Alert! Major Pre-Open Session Change From Dec 8: Full Timings, Rules & All You Need To Know -
Bank Nifty Surges: RBI’s 25 bps Rate Cut Triggers Strong Upside in Major Banking Stocks -
Closing Bell: Sensex Ends 158 pts Higher, Nifty Climbs Above 26,000; Hero MotoCorp, HAL Up 2% Each -
Stocks To Buy Today, Dec 4: Top 2 Picks By Riyank Arora of Mehta Equities For Profitable Trading On Thursday
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