d & h india ltd share price Directors report


To

THE MEMBERS OF D & H INDIA LIMITED

The Directors take pleasure in presenting their 38th Annual Report along with the Audited Standalone and Consolidated financial statements for the year ended 31st March 2023.

1. Highlights of Performance

• Consolidated income for the year was Rs. 13,885.93 Lakh as compared to Rs. 9,123.94 Lakh in the previous year, an increase of 52.19%.

• Consolidated net sales for the year was Rs. 13,869.20 Lakh as compared to Rs. 9,073.38 Lakh in the previous year, an increase of 52.86%;

• Consolidated profit/loss before tax for the year was Rs. 571.04 Lakh as compared to Rs. 225.16 Lakh profit in the previous year;

• Consolidated profit/loss after tax for the year was Rs. 421.99 Lakh as compared to Rs. 240.03 Lakh profit in the previous year.

2. Financial Results

(Rs. In Lakhs except EPS)

Particulars

Consolidated

Standalone

31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from Operations (Net) & other income 13885.93 9123.94 13871.45 9122.72
Profit before Financial Cost & Depreciation 952.85 528.88 948.72 528.13
Financial Cost 207.31 142.26 207.30 141.47
Depreciation 174.50 161.46 174.40 159.91
Profit Before Tax (PBT) 571.04 225.16 567.02 226.75
Provision for Tax 149.05 (14.88) 149.41 (14.83)
Profit After Tax (PAT) 421.99 240.03 417.61 241.58
Less: Minority Interest - - - -
Balance brought forward from previous year 1268.84 1023.56 1306.50 1059.69
Profit available for Appropriations 1690.83 1268.84 1724.12 1306.50
Earnings Per Share Basic 5.56 2.99 5.50 3.01
Earnings Per Share Diluted 5.43 2.99 5.37 3.01

Review of Operations /State of Affairs:

During the financial year 2022-23, the Company has posted total revenue from operations of Rs. 13859.74 lakhs as against Rs. 9073.38 lakhs in the previous financial year 2021-22 representing an increase in total revenue of 52.75%.

During the year ended on March 31, 2023, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs. 948.72 lakhs as against the EBIDTA of Rs. 582.13 lakhs in the corresponding previous financial year.

The Net Profit before tax of the Company for the financial year 2022-23 has been increased to Rs. 567.02 lakhs as compared to Rs. 226.75 lakhs during the previous financial year.

3. Dividend

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23 (Previous Year 2021-22 Rs. Nil) and proposes to retain the profits for future requirements of the Company.

4. Share Capital

The paid-up Equity Share Capital as on 31st March 2023 was Rs. 778.80 Lakh divided into 77.88 Lakh equity shares of Rs. 10/- each.

The members of the company at their 37th Annual General Meeting have passed the resolution for given authority to Board of directors for issuance of 7,88,000 warrants of Rs. 42/- convertible into Equity share of Rs. 10/- (Rupees Ten Only) at a premium of Rs. 32/- per share of the company for every warrant in proportion of 1 share for 1 warrant to the promoter of the Company ("Warrant holder/ Proposed Allottee") on preferential basis convertible within a period of 18 months from the date of issue of the warrants.

The Board of Directors at their meeting held on 12th October, 2022 has made preferential allotment of 7,88,000 Warrants of Rs. 42/- each convertible into 1 (One) Equity Share of Rs.10/- each at a premium of Rs. 32/- for every warrant to the promoter. On 29th October, 2022 the Company has converted and allotted 3,88,000 warrants into 3,88,000 equity shares of Rs.10/- each at a premium of Rs.32/- on excising his option for conversion of warrants into equity shares. The company has also received Listing Approval and Trading Approval from BSE Ltd for the aforesaid shares. Consequently, after the allotment of above stated shares, the Paid-up Capital has been increased from Rs.740 Lakhs divided into 74 Lakhs equity shares of Rs. 10/- each to Rs.778.8 Lakhs divided into 77.88 Lakhs equity shares of Rs. 10/- each.

After closing of the financial year 2022-23 on 23rd May 2023 the Company has further converted and allotted 4,00,000 warrants into 4,00,000 equity shares of Rs.10/- each at a premium of Rs.32/- per share on exercising his option for conversion of warrants into equity shares. The company has also received Listing Approval and Trading Approval from BSE Ltd.

Consequently, after the allotment of above stated shares, the Paid-up Capital has been increased from Rs.778.80 Lakhs divided into 77.88 Lakhs equity shares of Rs. 10/- each to Rs.818.80 Lakhs divided into 81.88 Lakhs equity shares of Rs. 10/- each as on the date of this Board Report.

5. Transfer of profits to reserves

During the year under review your company has not transferred any amount to the general reserves or any other reserve. However, pursuant to conversion of 3,88,000 warrants into 3,88,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share, the company has transferred Rs.124.16 Lakhs as Security Premium. (Previous year Nil)

6. Finance

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Further, the company has also issued 7,88,000 convertible warrants after receipt of upfront amount of Rs. 10.50 per warrants aggregating Rs. 82.74 Lakhs (Rupees Eighty Two Lakhs Seventy Four Thousand Only) and further at the time of allotment of 3,88,000 equity shares of Rs. 10/- each upon conversion of 3,88,000 warrants, the company has received Rs.31.50 per shares aggregating Rs. 122.22 Lakhs aggregating Rs. 204.96 Lakhs which is utilized as per the terms of the issue.

7. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits as on 31st March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S.No. Particulars Amt in Rs.
1 Details of Deposits accepted during the year Nil
2 Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits At the beginning of the year Maximum during the year At the end of the year N.A.
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

8. Subsidiaries & Associates

As on 31st March 2023 Your Company has following companies as its Subsidiaries and Associate. Further, your company is not a subsidiary, associate or joint venture of any other company during the period under review: -

S. No. Name of the Company Status as on 1st April, 2022 Any change in status Status as on 31st March, 2023
1 V & H Fabricators Pvt. Ltd. Wholly Owned Subsidiary No Change Wholly Owned Subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which forms part of this Annual Report.

After closing of the financial year, the company has incorporated one foreign wholly owned subsidiary in the name and style of D & H MIDDLE EAST FZE in Dubai, UAE which was incorporated on 5th May, 2023 for the purpose of Business of General Trading.

Statement containing salient features of financial information of the Subsidiary Company and Associate Statement containing salient features of financial information of the Subsidiary Company and Associate is disclosed in the prescribed form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A". The Statement also provides details of performance and financial position of above mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company.

The consolidated and standalone financial statements are in compliance with the applicable Indian Accounting Standards (IND AS) to the Company.

9. Director & Key Managerial Personnels:

Board Independence

Our definition of ‘Independence of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having following 3 (Three) Independent directors;

1. Shri Eshanya Guppta

2. Shri Balraj Kishore Namdeo

3. Shri Sunil Kathariya

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall be eligible for re-appointment for 2nd Term on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Declaration of independence by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria during the year 201819 as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. Independent Directors seeking re-appointment

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a first term of 5 (five) consecutive years on the Board of the Company of Shri Balraj Kishore Namdeo (DIN 06620620) as Independent Director will be completed on 31st March, 2024.

However, he is eligible for re-appointment on passing of special resolution for a second term of five consecutive years. Therefore, the Board in their meeting held on 12th August, 2023 upon the recommendation of the Nomination and Remuneration Committee has recommended his reappointment w.e.f. 1st April, 2024 to 31st March, 2029. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting. Executive Directors seeking re-appointment

Pursuant to the provisions of section 197 read with Schedule V of the Companies Act, 2013, the existing term of Shri Harsh Vora as the Managing Director and Shri Saurabh Vora as the Whole-time Director of the company will be completed on 30th Sept., 2023 and on the recommendation of the Nomination and Remuneration Committee and further approval of Board of Directors of the company, the Board has proposed and recommend to pass the matter related to re-appointment of Shri Harsh Vora as the Managing Director and Shri Saurabh Vora as the Whole-time Director for a further term of 3 (Three) years w.e.f. 1st October, 2023 as per the details and terms and conditions as set out in the notice of AGM.

Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Harsh Vora (DIN: 00149287), Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

Mr. Harsh Vora, Managing Director; Mr. Saurabh Vora, Whole-time Director, Mr. Rajesh Songirkar, Chief Financial Officer and CS Rajesh Sen; have been categorized as the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

10. Remuneration and Nomination Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee (NRC) framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMPs and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:- http://www.dnhindia. com The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.)

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

During the financial year, Nine (9) Board meetings were convened. The details of which are given in the corporate Governance report. The intervening gap between the meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee (NRC)

(c) Stakeholders Relationship Committee (SRC)

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

12. Particulars of Loans, Guarantees or Investments by Company

During the period under review, your company has not provided any loans, guarantees, or provided any security or made any fresh investment in any other Body Corporate in terms of provisions of section 186 of the Companies Act, 2013 except that the company has made investment details as specified in the relevant Notes in the Financial Statements.

The Investment made by the company are within the limits as provided in section 186 of the Companies Act, 2013. In addition to the above, the company has a policy of providing advances against salary or otherwise to employees of the company.

13. Whistle Blower Policy/ 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 Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism / Whistle Blower Policy of the Company are made available on the companys website http://www.dnhindia.com and have also been provided as "Annexure-B" of part of this Board report.

During the year under review no disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF are available on the Companys website at http ://www.dnhindia.com.

An amount of Rs.2,14,284/- in respect of unpaid/unclaimed dividend declared for the FY 2014-2015 as well as 43,997 equity shares of face value of Rs.10/- each, in respect of unpaid/unclaimed dividend declared in FY 2014-2015, was transferred, and credited to the IEPF during the year. The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

Your Board would like to inform the members that the company is no outstanding unpaid divided amount which remains unpaid for a period of more than 7 (Seven) consecutive years.

15. Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-C".

16. Particulars of Remuneration of Employees

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as "Annexure-D".

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. for the part of the year detailed as below:

Name & Designation of Employee Mr. Harsh Vora Managing Director Mr. Saurabh Vora Whole-time Director
Remuneration Received Rs. 100.07 Lakh Rs. 81.57 Lakh
Nature of employment Contractual Contractual
Qualification & Experience of the Employee B. Com and More than 38 years experience in the field of Companys product, B. Tech and 15 years experience in the industry and Industrial Management.
Date of commencement of employment 06/12/1990 01/10/2014
Age 61 years 36 years
Past Employment Details - -
% of the Equity shares held by the Employee in the Company 10,99,745 equity shares of Rs. 10/- each (13.43%) 14,01,100 equity shares of Rs. 10/- each (17.11%)
Name of Director or Manager of the Company, relative of such Employee Mr. Saurabh Vora, Mrs. Suhani Doshi and Mrs. Atithi Vora Mr. Harsh Vora, Mrs. Suhani Doshi and Mrs. Atithi Vora

1 7. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long-term business goals of your company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.

18. Annual evaluation by the Board

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.

The performance of the board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

19. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm : -

a) that in the preparation of the annual financial statements for the year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) that the Directors have selected such accounting policies and applied them consistently and have made judgment and estimates that are 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 ended 31st March 2023 and of the profit of the Company for that period;

c) that proper and sufficient care has been taken 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.

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that 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.

20. Auditors and Auditors Report & Comments on the Observations by the Auditors Statutory Auditors Appointment and their Report

The Companys Auditors, M/s Devpura Navlakha & Co., Chartered Accountants, (FRN 121975W) were appointed for a term of Five years at the AGM of the Company held on 30th September 2020. Your Board is pleased to inform that there are no such observations made by the Auditors in their report for the year 2022-23 which needs any explanation by the Board.

Cost Records and Auditors Appointment and their Report

Pursuant to provisions of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records are maintained by the Company in respect of its manufacturing activity however, the same are not required to be audited during the year 2022-23.

In view of the turnover during the year ended 31st March, 2023, the Cost Audit shall be applicable for the year 2023-24 therefore, your directors on the recommendation of the Audit Committee, had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) Cost Auditors to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of Rs.1,25,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s Vinod Bhatt and Associates, Cost Auditors is included in Item No. 8 of the Notice of the 38th Annual General Meeting.

Secretarial Auditors Appointment and their Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D K Jain & Co., (FCS 3565: CP 2382) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2022-23 is annexed herewith as "Annexure E". The Company has re-appointed M/s D K Jain & Co., as the Secretarial Auditor for the year 2023-24.

There is one observation in the Secretarial Audit Report which needs comments by the Board of Directors of the company, which is as follows:-

Secretarial Auditor Comment/Observation Board of Directors comments
The company has not obtained Special Contingency Insurance Policy as required under Para 5 of SEBI The risk category is not defined by the Insurance Service Providers. Once the product category will list, we will take aforesaid policy. However, after the closure of the financial year, the company has obtained the same and has complied with the requirement of the Circular
Circular No. SEBI/HO/MIRSD/MIRSD RTAMB/P/ CIR/ 2022/ 70 dated 25th May, 2022

21. Management Discussion and Analysis Report

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

22. Corporate Governance

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance is attached in which the following Certificates are given: -

1) Certificate from Mr. Harsh Vora, Managing Director and Mr. Rajesh Songirkar, Chief Financial Officer, pursuant to provisions of the SEBI (LODR) Regulations, 2015 for the year under review was placed before the Board of Directors of the Company at its meeting held on 23rd May, 2023;

2) Auditors Certificate on the Corporate Governance.

3) Certificate from M/s Ritesh Gupta & Co., Practicing Company Secretary, Indore stating that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry Corporate Affairs.

23. CSR Initiatives

In view of the paid-up capital, profits and turnover of your company, The Company was not required to undertake any CSR expenditure during the year 2022-23.

Your Board would like to inform the members that, the Profit of the company for the year ended 31st March, 2023 is more than the limit prescribed under section 135 of the Companies Act, 2013 and the company is required to undertake CSR in the year 2023-24.

The company is required to spend Rs. 4.67 Lakhs as a CSR during the F.Y. 2023-24. Pursuant to section 135(9) of the Companies Act, 2013, the company is not required to constitute CSR Committee. However, the company has prepared and implemented the CSR Policy and the same is also hosted on the website of the company at https://www.dnhindia.com/policies.html.

24. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31st March, 2023 is hosted on http://www.dnhindia.com. is provided through the following link https://www.dnhindia.com/PDFs/Annual Return N/Form MGT 7 as on 31 03 2023.pdf. The same shall be filed to Registrar of Companies pursuant to AGM to be held on 30th September 2023.

25. Related Party Transactions

All related party transactions that were entered during the financial year under review were on arms length basis and in the ordinary course of the business. Thus, disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. There were no material significant Related Party Transactions made by the Company during the year that require shareholders approval under Regulation 23 of the Listing Regulations or under section 188 of the Companies Act, 2013.

All Related Party Transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or the need for them cannot be foreseen in advance.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of the Company at www.dnhindia.com

26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2022-2023.

27. Economic Scenario and Outlook

The fast economic growth appears to have and a gradual increase in economic activity is expected in 2023. The medium term to long term growth prospects looks positive in view of the Governments determination to bring in reforms. For the year 2023-24, the economy is expected to grow at a higher rate than in 2022-23. The long-term prospects for the economy are optimistic.

28. Occupational Health & Safety (OH&S)

With regard to contractor safety, the two key focus areas identified were:

• Facility Management for the contractors employees

The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.

• Equipment, Tools & Material Management.

The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Companys objectives to ensure ‘Zero Harm.

29. Human Resources

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement.

The Companys HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

• Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.

• Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

• Industrial Relations: The Companys Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

30. Significant and material orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators/Courts of law which have impact on the going concern status of the Company and its future operations.

31. Enhancing Shareholders Value

Your Company believes that its members are the most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. Material changes and commitments affecting the financial position of the company after closure of the financial year.

Following are the material changes and commitments which may affect the financial position of the company occurred after closure of the financial year and before approval of this report are as follows:-

1) The company has allotted 4,00,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share pursuant to request received from promoter for conversion of 4,00,000 warrants of Rs. 42/- each on 23rd May, 2023 and the company has received a sum of Rs. 126.00 Lakhs for which the company received listing and trading approval from BSE Limited as per the requirement of SEBI (ICDR) Regulations, 2018;

2) The company has incorporated one foreign wholly owned subsidiary in the name and style of D & H MIDDLE EAST FZE in Dubai, UAE which was incorporated on 5th May, 2023 which was incorporated for the purpose of Business of General Trading.

Except above, there is no material changes and commitments affecting the financial position of the Company occurred after closure of the financial year and before approval of this report

33. Details of Fraud

There are no instances of fraud reported by the Auditors to the Central Government which needs to be disclosed as per requirement of the provisions of section 134(3)(ca) of the Companies Act, 2013 during the year 2022-23.

34. Change in business.

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

35. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

36. General.

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

b. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

c. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.

d. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from it company or its subsidiary.

e. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split, declaration and payment of dividend and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has issued and allotted 7,88,000 convertible warrants into 7,88,000 equity shares of the company and further 3,88,000 equity shares of Rs. 10/- each pursuant to conversion of warrants during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI ICDR Regulations;

g. There were no revisions in the Financial Statement and Boards Report.

h. The company is not required to have risk management Committee; however, the Audit Committee will frame, implement and monitor the risk management plan for the Company.

37. Acknowledgments

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board
Harsh Vora Sushil Rawka
Place: Indore Managing Director Director
Date: 12th August 2023 DIN 00149287 DIN 00156990