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,
2023, and no amount of principal or interest was outstanding as of the Balance Sheet date.
TRANSFER OF RESERVES
The Company transfer Rs.2220.00 Lakhs to General Reserve and Net of Rs.65.10 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, 2023 at Rs.16985.25 Lakhs at a Book value of Rs. 576.18 per Equity Share.
BUSINESS DESCRIPTION AND RESULTS 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. The
total revenue during the year was decreased to the extent of 14.66% in comparison with its
previous year, similarly the profit before tax during the year was decreased to 31.93% in
comparison with its previous year and profit after tax during the year was decreased to
34.20% 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 .
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 - "I" attached hereto and form part of the Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES & 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 arms 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 given in a separate Annexure -
"II" attached hereto and form part of the Report as per third provision of
Section 188(1) of the Companies Act, 2013. Your Directors draw attention of the members to
Note No. 28.8 of the Standalone Ind AS Financial Statement which sets out related party
disclosures as per Ind AS - 24.
RISK MANAGEMENT
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.
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 2022-23 & current financial year 2023-24, both of BSE have
already been paid till date of the report, and there are no arrears in payment of listing
fees outstanding till Financial Year 2023-24.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year, the Company has transferred the unclaimed and un-encashed dividends of
Rs.0.65 Lakhs. Further, 1,514 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.
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 dematerial ized with about 99.34% of total number of Equity
Shares being held in electronic mode with NSDL & CDSL. The Custodian Fees for the
previous financial year 2022-23 & current financial year 2023-24, both of CDSL and
NSDL have already been paid.
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.
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 Companys operation in future.
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.
There are no changes recorded in Directors and Key Managerial Personnel during the
financial year ended 31st March, 2023.
d) Proposed Changes in Directors and Key Managerial Personnel seeking approval of
ensuing AGM
Mrs. Anjum Dhandhania (DIN-00058506), a Non-Executive & Women 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 proposed in notices of General Meetings,
whenever circulated.
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 "Nomination
and Remuneration Committee" 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 2022-23
i.e. year ended March 31, 2023. For further details, please refer report on Corporate
Governance of this Annual Report.
h) Policy of Directors 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, 2023, 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 woman (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 Companys policy on directors 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 directors report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL & COMMITTEE OF THE BOARD
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.
DIRECTORS 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 Directors Responsibility
Statement, it is hereby confirmed that;
(i) in the preparation of the Annual Accounts for the financial year ended March 31,
2023 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, 2023 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,
2023 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.
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 Companys 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.
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, 2023, in Form No. MGT - 7 is available
at the Companys 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 - "III" attached
hereto and form part of the Report.
PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION
The Company had 225 employees as on March 31, 2023. 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 only one are enclosed in a separate Annexure -
"V" 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
- "V" 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, 2023, is presented in a separate section forming part of the Annual Report called
as "Management Discussion & Analysis Report" 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, 2023, as 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 & 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 "Code
of Business Ethics" 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 "Directors
and KMP are not debarred or disqualified from statutory authorities" 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 "CEO/CFO Certification of
Financial Report" 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 AUDITORS REPORT AND REPORTING OF FRAUD BY AUDITORS
(a) . Statutory Auditors & their Statutory Audit Report & Income Tax Audit
Report
The Companys Statutory Auditors, M/s. Navin Nayar & Company, Chartered Accountants
(Firm Registration No. 32895IE), holds office till the 32nd AGM. The Board
again appointed as Statutory Auditors of the Company for second term of five consecutive
years i.e. from Financial Year 2023-24 to Financial Year 2027-28 (from 01/04/2023 to
31/03/2028) from the conclusion of ensuing/forthcoming 32nd 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 32nd AGM.
The Statutory Auditors also conduct the Income Tax Audit Report of the Company. There
is no audit qualification, reservation or adverse remark for the year under review. The
opinion 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
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 2022-23 (Year ended March 31,
2023). 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
2023-24 (Year ended March 31, 2024) 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 Mr. Sushil Tiwari,
Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES,
Companies Secretaries of Secretarial Audit for the Financial Year 2022-23 (Year ended
March 31, 2023). The Secretarial Audit Report and the Secretarial Annual Compliance
Report, both for the financial year ended March 31, 2023 is annexed in a separate
report namely "Secretarial Audit Report" in Form No. MR-3 and its
Annexure-"A" and "Secretarial Annual Compliance Report". 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 2023-24 (Year ended March 31, 2024) 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 2022-23 (Year
ended March 31, 2023). 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 2023-24 (Year ended
March 31, 2024).
(e) . Reporting of Fraud by Auditors
During the year under review, neither the statutory auditors (Statutoiy & 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 Boards 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 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.
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 Executive Director namely Mr. Asheesh Dabriwal (Member).
All the recommendations made by the Stakeholder Relationship Committee were accepted by
the Board.
The Nomination and Remuneration Committee comprises two Non-Executive Independent
Director namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and one
Non-Executive & 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 two Non-Executive
& Independent Director namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha
(Members) and one Executive Director namely Mr. Asheesh Dabriwal (Member). All the
recommendations made by the Corporate & Social Responsibility Committee were accepted
by the Board.
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.
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.
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 Companys executives, staff
and workers.
Place : Kolkata |
For and on behalf of the Board of Directors |
Dated : 30th day of May, 2023 |
SD/- |
|
ASHEESH DABRIWAL Managing Director & C.E.O. |
|
(DIN-00044783) |
+91-9892691696
