dai ichi karkaria ltd Directors report

COURSE OF BUSINESS AND OUTLOOK / BUSINESS PERFORMANCE

During the year under review, the company had clocked a turnover of Rs.267.89, as compared to Rs. 201.21 crore in the previous financial year. The Profit before tax is at Rs. 49.40 crore as compared to last years profit before tax of Rs. 32.31 crore.

The Authorized Equity Share Capital as on March 31, 2023 was Rs. 20 crore and the paid up Equity share capital, as on March 31, 2023 was Rs. 4.70 crore. The company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES

The Company has no Subsidiaries, Associates and Joint ventures during the financial year 2022-23.

DIVIDEND

Board has recommended a dividend of Rs. 3/- per equity share of Rs.10/- each fully paid-up, (30%) for the financial year 2022-23 subject to approval of the Members at the ensuing Annual General Meeting.

MEETINGS

During the financial year, the Board of Directors of the Company duly met 5 (Five) times on May 4, 2022, June 23, 2022, August 04, 2022, November 07, 2022 and January 21,2023. The details of the meetings held and the composition of the Audit Committee are given in the Corporate Governance Report. The meetings of the Board were held periodically and 120 days has not lapsed between two meetings as prescribed under section 173 (1) of the Companies Act 2013.

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve during the year.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the said financial year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees and made any investments as covered under the provisions of section 186 of the Companies Act, 2013 during the financial year -2022-23.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has an adequate system of internal control in place, which has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulation and for ensuring reliability of financial reporting. The Internal Audit function is carried out by an independent firm of Chartered Accountants. The scope and authority of the Internal Audit is defined by the Audit Committee. The Internal Audit Reports are placed before the Audit Committee for its review and the Auditors attends the Audit Committee meetings.

DIRECTORS / KEY MANAGERIAL PERSONNEL:

During the year under review, Dr. Amar Agarwal and Dr. Athiya Agarwal were reappointed as Managing Director and Whole-Time Director respectively for a period of three years with effect from 1st October 2022 vide special resolutions dated 14th September 2022 passed by the shareholders.

CA Balakrishnan Venkatraman, who was appointed as an Independent Director for a term of five (5) years on the Board w.e.f. June 23, 2022 was regularized vide

resolution dated 14th September 2022 passed by the shareholders.

In accordance with Section 152 of the Companies Act 2013 and as per the Articles of Association of your Company, Dr. Athiya Agarwal, Whole-time Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers herself for being re-appointed. The Board recommends for her reappointment.

Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act,2013.

The composition of the Board of Directors of the Company and other details related to the board is furnished in the Corporate Governance Report annexed to this report. In terms of requirement of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified core skills, expertise and competencies of the Directors in the context of the healthcare businesses for effective functioning, which are detailed in the Corporate Governance Report.

DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6). During the year under review, the Independent Directors met once on January 21, 2023 without the presence of Non-Independent Directors and members of the Management.

BOARD EVALUATION:

The Nomination & Remuneration committee as well as the board have evaluated the performance of the board as a whole, various committees and also of the individual directors. The manner in which the evaluation was carried out has been disclosed in the Corporate Governance Report attached to this report. A structured analysis is done after taking into consideration the inputs received from Directors, covering various aspects of the Boards functioning such as adequacy of the composition

of the Board and its Committees, Board culture, Execution and Performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who are evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and of its minority shareholders etc.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The salient features of the Remuneration Policy details are stated in the Corporate Governance Report. The Remuneration Policy approved by the Board of Directors is uploaded on the website of the Company https://www.dragarwal.com/wp-content/ uploads/2021/10/NOMINATION-AND REMUNERATION- POLICY.pdf

STATUTORY AUDITORS:

M/s. Deloitte Haskins and Sells (Firm Reg. No 008072S) Chartered Accountants, were appointed as the Statutory Auditors of the Company in the 26th Annual General Meeting for the period of five years and to hold office till the conclusion of 31st Annual General Meeting of the Company.

The Auditors Report for Financial Year ended 31st March 2023 does not contain any qualification, reservation or adverse remark. Hence, there is no requirement for the Board to provide any explanation or comment on the same. The Auditors Report is enclosed with the financial statements in the Annual Report the same is self-explanatory.

COST AUDITOR:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is required to maintain Cost audit records and accordingly such accounts and records are made and maintained. Based on the recommendation of the Audit Committee, your Board of Directors at its meeting held on 04th August 2022, appointed M/s. BY & Associates, Cost Accountants in practice (Firm Registration No: 003498) as Cost Auditor, for conducting the Cost Audit for the year 2022-23 and the remuneration payable to the Cost Auditor

is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. BY & Associates, Cost Accountant is included at Item No. 4 of the Notice convening this Annual General Meeting.

ANNUAL RETURN:

Pursuant to Section 92 (3) read with Section 134 (3)

(a) of the Companies Act, 2013, the Annual Return in Form MGT 7 shall be placed on the website of the company at www.dragarwal.com after the conclusion of the 29th Annual General Meeting. Copy of the Annual Return filed during the year under review is available in the website of the Company https://www.dragarwal.com/wp-content/ uploads/2022/12/MGT-7-Annual-Return-2021-22.pdf

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are being annexed as partof the Annual Report as Annexure- I to this report.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. V Vasumathy, Practicing Company Secretary (Membership No: FCS 5424) to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit report is annexed as Annexure-II to this report.

MANAGEMENT RESPONSES TO OBSERVATION IN SECRETARIAL AUDIT REPORT:

The Secretarial Auditor in their report made the following observation:

As per Regulation 31 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. Whereas, the promoter / promoter group shareholding is not held hundred percent in dematerialized form. 6,700 shares are held by two promoter / promoter group namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form.

MANAGEMENT RESPONSE:

The Company is constantly taking all efforts to dematerialize the 6,700 equity shares of the Company held by Promoters / Promoters group, namely Ms. Sunita Agarwal and Mr. Pankaj Sondhi who hold 6,600 shares and 100 shares respectively, in physical form.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), the Management Discussion and Analysis Report is annexed as Annexure- III to this report.

RISK MANAGEMENT:

Your Company continues to have an effective Risk Management process in place. The management and the Board continuously oversees the risk management process including identification, impact assessment and drawing mitigation plans. The details of risks perceived by the Management are annexed as part of the Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:

The Company is exploring new technologies and improving the existing technologies applicable to the Healthcare Business. In all its new locations, the company has been using LED technology lamps to conserve energy as well as costs.

FOREIGN EXCHANGE EARNINGS / OUTGO:

Foreign Exchange Earnings: Rs. Nil (Previous Year Nil) Foreign Exchange Outgo: Rs. 88,04,921 (Previous Year Rs. 89,98,715).

CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business during the financial year.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors under Section 143(12) of the Companies Act,2013.

INFORMATION ON LISTING WITH STOCK EXCHANGE:

The Companys equity shares are listed on BSE Limited and the scrip code is 526783.

SECRETARIAL STANDARDS:

During the year 2022-2023, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

No such application is made or no such proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year 2022-2023.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: No such transactions were made during the financial year 2022-23.

CHANGES IN ACCOUNTING POLICIES:

During the year 2022-2023, the Company has changed its method of depreciation from its existing method of written down value for certain categories of assets to straight line method taking into account its reassessment of the expected pattern of economic benefits from those assets and the details of the same are furnished under notes on account forming part of the Financial Statements.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 clause (C) of sub-section (3) of the Companies Act, 2013, the Directors would like to state that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

(iii) The directors have taken proper and sufficient

care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The directors have prepared the annual accounts on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instances of fraud and mismanagement, if any. The details of the Policy is posted on the website of the Company www.dragarwal.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Company has constituted CSR Committee and following are the members: -

a. Dr. Athiya Agarwal -Chairperson

b. Dr. Amar Agarwal -Member

c. CA Sanjay Anand-Member (From 26/04/2022)

The CSR policy pursuant to the provisions of Section 135 of the Companies Act, 2013 is available in your companys website www.dragarwal.com. Your Company has incurred an expenditure amounting to Rs. 43,20,707/-. by way of contribution towards CSR responsibilities (please refer to the CSR Annual Report annexed as Annexure).

The Companys total spending on CSR is 2% of the average net profit for the immediately preceding three financial years. The report on CSR activities is given in Annexure IV forming part of this Report.

REPORT ON CORPORATE GOVERNANCE:

A report on Corporate Governance as well as a certificate from a Practicing Company Secretary confirming the compliance with the conditions of the Corporate Governance are annexed as Annexure-V to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup by your Company to redress complaints received regarding sexual harassment.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received or disposed off during the financial year 2022-23.

EMPLOYEE RELATIONS:

Employee relations throughout the year were harmonious. The board wishes to place on record its sincere appreciation of the devoted efforts of all the employees in advancing the companys vision and strategy to deliver another record performance.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business, and the details of the same are furnished under notes on account and also annexed as annexure VI in form AOC-

2. There are no materially significant related party transactions made by the company with Promoters, Directors, Key Managerial Personnel or other designated Personnel or other designated persons, which may have potential conflict with interest of the company at large. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, and the Rules there under. This policy was considered and approved by the Board has been uploaded on the website at www.dragarwal. com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in recurities by the Directors and designated persons of the Company.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase

or sale of Company shares by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

ANNEXURE PARTICULARS

ANNEXURES FORMING PART OF THIS REPORT OF THE DIRECTORS:

The following annexures referred in this report and other information which are required to be disclosed are attached and forms an Integral part of this report

1. Information required under section 197 of the Companies Act, 2013

2. Secretarial Audit Report

3. Management Discussions and Analysis Report

4. Report on Corporate Social Responsibility Activities

5. Corporate Governance Report

6. Form AOC-2

ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation for the continuous support received from the members, customers, suppliers, various statutory bodies of the Government of India and the companys employees at all levels.