d p wires ltd share price Directors report

To,

The Members,

Your directors have pleasure in presenting their 25th Annual Report on the business and operations of the company and the accounts for the financial year ended March 31, 2023. year,

1. Financial Results:

The details regarding financial performance of the company for financial year ended March 31, 2023 are as follows:

	Standalone (Rs. In Lacs)
Particulars	Current Financial	Previous Financial
	Year (2023)	Year (2022)
Revenue from Operations	121531.37	61323.70
Other Income	599.58	273.60
Total Income	122130.95	61597.30
Profit/loss before Depreciation, Finance Costs, Exceptional items and	6080.59	4340.20
Tax Expense
Less: Finance Costs	201.29	212.51
Profit/loss before Depreciation, Exceptional items and Tax Expense	5879.30	4127.69
Less: Depreciation/ Amortization/ Impairment	346.73	247.03
Add/(less): Exceptional items	Nil	Nil
Profit before Tax Expense	5532.57	3880.66
Profit before Tax Expense (% of revenue)	4.55%	6.33%
Less: Tax Expense (Current & Deferred) +Short/( Excess) provision of	1431.15	975.34
previous year written back
Profit after tax	4101.42	2905.32
Profit after tax (% of revenue)	3.37%	4.74%
Other Comprehensive Income/loss	2.79	7.04
Total comprehensive Income for the year	4104.22	2912.36
Earnings per share (EPS)
Basic	30.23	21.46
Diluted	30.23	21.46

2. Overview of the company, analysis financial of results and Performance Review

Your company is engaged in manufacturing and supply of Steel wires, plastic pipes and plastic films which find its application in industries like oil & gas, power, environment, civil, energy, automobile, infrastructure etc. All our manufacturing divisions are situated in a single premise at Industrial Estate, Ratlam. We are also engaged in power generation through 2 wind farms of 0.80 MW each in village Okha-Madhi and Jodhpur in District Jamnagar. We have entered into PPA with Gujarat Urja Vikas Nigam Limited for sale of electricity generated through these wind farms for a period of 20 years. Both these wind farms were installed on turnkey basis by Eneron India Pvt. Ltd. in the year 2006-07.

We have developed a brand name in the field of steel wire and plastic industry having ISO 9001-2008 certification that highlights our capability and facilities requisite for the development of the best-in-class PE Film, Plastic Films, Pond Lining Film, HDPE

Film, Cap Covers, Wires, and others.

During the year under review, the turnover of the company increased from Rs. 61323.70 Lakhs to Rs. 121531.37 Lakhs. The turnover has increased by 98.18% on YOY basis. The earning before tax, interest and depreciation (EBITDA) also increased from Rs.

4340.20 Lakhs to Rs. 6080.59 Lakhs, showing an increment of 40.09% on YOY basis. It is pertinent to note that the finance cost was decreased from Rs. 212.51 Lakhs in previous year to Rs. 201.29 Lakhs in current year. The finance cost is decreased by 5.27%. The profit in previous year to Rs. 4104.21 Lakhs in the current year. The profit after tax increased by 40.92%. has During the current financial already achieved good turnover and expects the same to be increased manifold.

Your Company has adequate production capacity to meet the increased demand of the Customers. The Company has wide basket of products which caters to our customers across the globe with presence in countries like Nepal, Oman, Doha, Muscat, Shrilanka etc. R&D Department of the Company looks after the innovation and also takes into consideration the standards laid down under the ISO certification 9001:2015. At Present there are only three suppliers who are dealing in Stranded Wires and we are an approved supplier of various Government authorities like National Highway Authority in India (NHAI), National Thermal Power Corporation Limited (NTPC), Delhi Metro Rail Corporation Limited (DMRC), Public Works Department (PWD), Central Public Work Department (CPWD), Railways, large public and private sector industries etc. Due to increased overseas demand and technological advancement, the Company has wide opportunities to expand its business operations and product base across the globe. The development of a countrys infrastructure is vital to the growth of its sectors and the overall economy. There is an opportunity for DP Wires Limited to become more organized, through steady growth and acquisitions. This would improve overall construction quality. Strong population growth and a growing economy is fueling demand for infrastructure. The government is looking to attract private companies to invest in infrastructure through public-private partnership (PPPs). Growing recognition of “Vocal for local” in global market, company sees many opportunities in renewable power in India. Our Company is engaged in power generation for Gujarat Urja Vikas Nigam Limited. We have set up wind energy based 2 wind farms of 0.80 MW each in village Okha Madhi and Jodhpur in District Jamnagar, Gujarat. These wind farms are connected by 33kV grid capacity Enercon Site, sub-station at Bhogat.

3. State Of Companys Affairs

The present state of Companys affairs is progressive enough viz-a-viz the industry and there is no other development which could result in an adverse situation for the Company in the near future.

4. Change in nature of business

There was no change in nature of business of the company during the year under review.

5. Annual Return

The Annual Return of the Company as on March 31, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the after tax increased from Rs. 2912.36 Lakhs website of the Company at https://dpwires.co.in/ news-update/

6. Reserves

The amount of surplus of Rs. 4101.42 Lakh of Profit and Loss account has been transferred to Reserve and Surplus account in the Balance Sheet. The company has transferred an amount of Rs. 200.00 Lakh to General Reserve account. Final amount of reserve and surplus account as on March 31, 2023 is

Rs. 17790.38 Lakh including General Reserve of Rs. 1050.00 Lakh and Securities Premium of Rs. 2919.00 Lakh.

7. Dividend

Your Directors are pleased to recommend a final dividend of Rs. 1.2/- per shar (at the rate of 12% of nominal face value of Rs. 10/- each), on the equity shares of the Company for the year ended March 31, 2023. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting. The Dividend will be paid to members whose names appear in the register of members as on Friday, September 22, 2023 and in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by NSDL and CDSL as beneficial owners as on that date.

8. Transfer of amount to Investor Education and Protection Fund

There was no amount which was required to be transferred to Investor Education and Protection Fund.

9. Details pertaining to shares in demat suspense account

There are no shares in demat suspense account/ unclaimed suspense account as provided in Para F of Schedule V of the Listing Regulations, 2015.

10. Details relating to material variations

There was no material deviation/variation in use of proceeds of the issue. The issue proceeds were utilized for working capital requirements of the company as defined in objects of the issue.

11. Directors and Key Managerial Personnel

In compliance with the provisions of Section 149 & 152 read with Schedule IV all the other applicable provisions of Companies Act, 2013 and Companies tionQualifica (Appointment of Directors) and Rules, 2014 and SEBI (LODR) regulations, 2015, the composition of board of directors of the company is as follows:

S. No.	Name	DIN/PAN	Designation
1.	Mr. Praveen Kataria	00088633	Managing Director
2.	Mr. Arvind Kataria	00088771	Whole Time Director & CFO
3.	Mr. Kanti Lal Kataria	00088599	Non-Executive Director
4.	Ms. Suhani Kataria	09012104	Non-Executive Director
5.	Mr. Anil Kumar Mehta	07657024	Independent Director
6.	Ms. Madhubala Jain	07657026	Independent Director
7.	Ms. Krutika Maheshwari	AVJPM3289R	Company Secretary and
			Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Suhani Kataria (Managing Director) (DIN: 09012104) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting. The Board of Directors recommends her re-appointment. Ms. Suhani Kataria is not disqualified under Section 164 (2) of the Companies Act, 2013.

Brief resume of director proposed to be reappointed, functions and nature of her experience in specific area and number of public companies in which she holds membership/chairmanship of Board and Committees, Shareholdings and inter-se relationships with other directors as stipulated under Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the ‘Annexure to the Notice of AGM forming part of the Annual Report.

Mr. Praveen Kataria (Managing Director) (DIN: 00088633) was appointed as Managing Director for a term of five years effective from April 10, 2017. His term as Managing Director was to end on April 10, 2022.

Based on the recommendation of the nomination and remuneration committee and considering his knowledge in various aspects relating to the Companys affairs and long business experience, the

Board, at its meeting held on April 09, 2022, approved the reappointment of Mr. Praveen Kataria as Managing Director of the Company with effect from April 10, 2022. Further, the members vide ordinary resolution passed at the Extra Ordinary General Meeting held on May 10, 2022 approved the Re-appointment of Mr. Praveen Kataria, (DIN: 00088633) as Managing Director of the Company for a second term of five consecutive years. The office of Mr. Praveen Kataria is liable to retire by rotation. Mr. Anil Kumar Mehta (DIN: 07657024) and Ms. Madhubala Jain (DIN: 07657026) were appointed as independent directors for a term of five years effective from March 21, 2017. Their office as Independent Director came to end on March 21, 2022.

Based on the recommendation of the nomination and remuneration committee and after taking into account the performance evaluation of retiring directors and their knowledge, acumen, expertise, experience and the substantial contribution to the Board, the Board, at its meeting held on April 09, 2022, approved the reappointment of retiring directors as Independent

Directors of the Company with effect from March 21, 2022. Further, the members vide Special Resolution passed at the Extra Ordinary General Meeting held on May 10, 2022 approved the Re-appointment of both of the retiring directors as Independent Directors of the Company for a second term of five consecutive years. The office of Independent Directors shall not be liable to retire by rotation.

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

12. Committees of Board and Number of Meetings of the Board The Board currently has four committees, namely,

Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee. All the recommendations made by the Committees of Board including the Audit Committee were accepted by the Board. year and of the profit of the The Board met Eleven times during the year under review. The maximum gap between two Board meetings did not exceed 120 days. A detailed update on the Board, its Committees, its composition, and terms of reference of various Board Committees, number of board and committee meetings held and attendance of the directors at each meeting is provided in the Report on Corporate Governance.

S. No.	Date of board meeting	S. No.	Date of board meeting
1.	April 09, 2022	7.	September 05, 2022
2.	May 23, 2022	8.	November 08, 2022
3.	June 13, 2022	9.	December 21, 2022
4.	July 09, 2022	10.	December 30, 2022
5.	July 21, 2022	11.	February 01, 2023
6.	August 23, 2022

Attendance of directors:

S. No.	Name of director	Number Held	of Board Meetings Attended
1.	Kanti Lal Kataria	11	11
2.	Praveen Kataria	11	11
3.	Arvind Kataria	11	11
4.	Suhani Kataria	11	08
5.	Anil Kumar Mehta	11	09
6.	Madhubala Jain	11	09

For more details with respect to the Directors, Board and Committee meetings held during the year and attendance of these meetings, refer Corporate Governance Report which forms part of Directors Report.

13. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your directors state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. (f) the directors had laid down internal financial controls to be followed by the company, which are adequate and are operating effectively. (g) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

14. Boards Evaluation

In compliances with the provisions of Section 134 (3) (p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the board carried out annual evaluation of its own performance, that of its Committees and individual directors. The performance of board and its committees was evaluated by the board after seeking input from all the directors on the basis of the criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation at the Board and committee meetings, governance reviews etc. Performance of individual directors was evaluated on the basis of criteria like transparency, analytical abilities, qualifications, experience, participation in the long-term strategic planning and responsibilities shouldered.

The Committees of the Board were assessed on the basis of degree of fulfillment adequacy of committee, composition and effectiveness of meetings. The Company has appointed Mr. Anil Kumar Mehta as chairman of the board. The Chairman appointed for the Board meetings was also evaluated by all the Directors on the basis of managing relations, leadership, competence and diligence.

The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman appointed for the Board meeting and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Board of Directors expressed their satisfaction with the evaluation process.

15. Declaration by Independent Director(s) and reappointment, if any and meeting of independent directors tions of All the Independent Directors have submitted their disclosures to the Board that they fulfill the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. Mr. Anil Kumar Mehta and Ms. Madhubala Jain were reappointed as Independent Director vide Special Resolution passed the Extra Ordinary General Meeting held on May 10, 2022 for a period of 5 years from March

21, 2022.

A separate meeting of Independent Directors April 09, 2022 which was attended by all the Independent Directors, viz., Shri Anil Kumar Mehta and Smt. Madhubala Jain.

16. Familiarization Programme for Independent Directors

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Through the familiarization programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. These directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Companys vision, core values, ethics and corporate governance practices. At the time of appointment of independent director, a formal letter of appointment is given to them, which explains their role, responsibility and rights in the Company. Subsequently they are apprised of the Companys of key responsibilities, policies on CSR, nomination and remuneration, plant safety, HR, succession policy for directors and senior management. They are updated with global business scenario, marketing strategies, legislative changes etc. Factory visits are arranged to apprise them of various operational and safety aspects of the plants to get complete understanding of the activities of the Company. Details of familiarization programme of Independent Directors are available on the website of the Company under Investors section at https:// dpwires.co.in/policy/ Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors during the year

The Board of Directors reviewed the declarations as mentioned in point no. 15 and have positive outlook towards the integrity and expertise of the Independent Directors. Pursuant to provisions of Companies Rules, (Appointmentand 2014, the Independent directors are exempt from the all requirement to undertake online proficiency self-assessment test conducted by Indian Institute of

Corporate Affairs (IICA), Manesar.

17. Nomination and Remuneration Policy

The Board has, on the recommendation of the

Nomination and Remuneration Committee, framed and adopted the Nomination and Remuneration Policy for selection, appointment and removal of directors, senior management, key managerial personnel (KMP) including their remuneration. The Board recognizes that various Committees of the

Board have very important role to play to ensure highest standards of corporate governance. The Chairman of the Board and other directors form broad policies and ensure their implementation in the best interests of the Company. The criteria for selection of directors, senior management and KMP are mainly qualifications, experience, expertise, integrity, independence of the directors, etc. The remuneration to non-executive directors consists of sitting fees for attending Board/Committee meetings and other reimbursements. All the non-executive, non-promoter directors are paid sitting fee on uniform basis. The Independent directors are not entitled to any stock options under the Stock Option Plans of the Company. The remuneration to the Managing Director and other Executive Directors consists of monthly salary, allowances, perquisites, commission and other retirement benefits.The remuneration payable to them is as per approval of the members of the Company. The overall managerial remuneration payable to them shall not exceed 10% of the net profits of the Company. In respect of senior management, the remuneration is based on their performance,

Companys performance, individual targets achieved, industry benchmark and compensation trends in the industry. Their remuneration consists of monthly salary, bonus, perquisites, KPI and other retirement benefits. The Nomination and is available on the website of the Company under Investors section at https://dpwires.co.in/policy/

18. List of core skills/expertise/competencies

As the company is involved in the manufacturing of

Steel wires, plastic pipes and plastic films, skill required in directors is that of technical expertise to monitor the manufacturing operations properly. Further the directors must possess excellence in financial and communication skills. have very good liasioning abilities. All the executive directors of the company possess all of the above expertise. Our Managing Director Mr. Praveen Kataria is technical expert having vast experience of 27 years in the field. Mr. Arvind Kataria, Whole time director and CFO is an expert in financialmatters as well as an ardent communicator. Further our non-executive director Mr. Kantilal Kataria with a vast experience of 47 years is an asset for the company. The company was able to make remarkable progress under his able guidance. Ms. Suhani Kataria is an Engineering Graduate and young and dynamic personality. She contributed towards technological advancement of the Company and the upgradation and improvement in manufacturing processes.

19. Particulars of loans, guarantees or investments under section 186

The company has not granted any loans, guarantees and investments covered under the provisions of

Section 186 of the Companies Act, 2013 and rules made thereunder.

20. Related Party Transaction

All related party transactions entered into during the year were on arms length basis and were in the ordinary course of business. Details of related party transactions made by the Company with promoters, directors, key managerial personnel or other designated persons are attached in Form AOC-2 attached as Annexure I. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are repetitive in nature and in case such transactions exceed the limits approved through the omnibus approval, the transactions are subsequently ratified. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee. Detailed disclosure on related party transactions as per Ind AS-24 containing name of the related party and details of the transactions entered with such related party have been provided under Notes to financial statements. Disclosure on related party transactions on half yearly basis is also submitted to the stock exchange. The policy on related party transactions as approved by the Board is available on the website of the Company under Investors section at https:// dpwires.co.in/policy/

21. Commission from holding or subsidiary company

Remuneration Policy As the company is not having any holding or subsidiary company, disclosure in accordance with the provisions of Section 197 (14) regarding receipt of commission by managing or whole-time director of the company from holding or subsidiary of the company is not applicable.

22. Particulars of employee and related disclosures the basic The ratio of remuneration of each Director to the median of employees remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) The directors must of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report under Annexure II.

None of the employees including managerial personnel draws in excess of the limits prescribed under 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 which needs to be disclosed in the Directors report. In terms of the provisions of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, list of the top 10 employees in terms of remuneration forms part of the Boards

Report under Annexure - III.

23. Corporate Social Responsibility (CSR)

Company incurred CSR Expenditure of Rs. 62,31,500/- (Rupees Sixty-Two Lakh Thirty One Thousand Five Hundred Only) against its liability of Rs. 62,24,312/- (Rs. Sixty Two Lakh Twenty Four Thousand Three Hundred and Twelve Only). The CSR initiatives of the Company were under the area of distribution of food and items of basic necessities, eradication of hunger and poverty, health & hygiene, education, animal

Annual Report 2022-2023 : 45 protection, promotion of culture and religion etc. The CSR Policy of the Company is available on the website of the Company at https://dpwires.co.in/policy/ .

Ministry of Corporate Affairs vide its Notification(s) dated September 20, 2022, notified the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022, which, inter alia, provide for the revised format of annual report for publishing the CSR activities undertaken during the financialyear ended March 31, 2023. The details about CSR spending of the Company are updated in the annual report of the Companys CSR activitiesforthefinancialyear ended March 31, 2023. The Companys CSR Policy statement and annual report on the CSR activities undertaken duringthefinancialyear ended March 31, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure IV to this report.

24. Corporate Governance Report

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from a Company Secretary in Whole Time Practice on its compliance is attached at Annexure V and forms part of this Annual Report.

25. Material changes and commitments affecting the financial position of the company

Following material changes have taken place after closure of financial year and before date of boards report:

1. Mr. Kanti Lal Kataria (DIN 00088599), who attained an age of 75 years, was continued as Non-Executive Non-Independent Director vide Special Resolution passed at the Extraordinary General Meeting held on May 06, 2023.

2. The shares of the Company are listed on Bombay Stock Exchange (BSE) w. e. f. August 28, 2023. There were no other material changes and commitment affecting the financial position of the Company which occurred between the end of the financial year of the Company and date of the Report.

26. Compliance of Secretarial Standard and applicable laws

The Company has complied with all the applicable Secretarial Standards and laws during the year.

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure VI which is part of this Report.

28. Details of Subsidiary/Joint Ventures/Associate Companies

46 : D.P. WIRES LIMITED venture/associate companies, the details in terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of the Companies (Accounts) Rules, 2014 are nil.

29. SEBI Complaints Redressal System (SCORES)

The investor complaints are processed in a centralized web based complaints redressal system. The salient features of this system are centralized database of of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through

SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022-23.

30. Deposits

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

31. Significant and material orders passed by the regulators or courts

No significant or material orders are passed during the financial year by the regulators or courts or tribunals which might impact the going concern status and companys operation in future.

32. Adequacy of internal controls

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below: Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable.

A system of strict internal control, including suitable monitoring procedures has always believed that transparency, systems and controls are important factors in the success and growth of any organization. The Company has an adequate system of internal control supported by an extensive programme of internal control; and systems are established to ensure that financial and other records are reliable for preparing financial Internal Audit Reports and significant audit observations, if any, are brought to the attention of the Audit Committee of the company. The internal controls existing in the Company are considered to be adequate vis-a-vis the business requirements. Your Company ensures adequacy with its current size and business, to ensure operational efficiency, protection and conservation of resources, accuracy and compliance and promptness in financial of laws and regulations. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity.

33. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has appointed M/s Sachin Moonat & Associates, Chartered Accountant, Ratlam as internal auditor of the company. The purpose of internal audit is to examine that the company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The internal auditors review the adequacy and the key internal controls guided by the efficien

Audit Committee.

34. Explanation or comments on Auditors Report

Auditors report being self explanatory, no comments are required to be given in terms of Section 134 (3) (f) (i).

35. Secretarial Audit

Pursuant the provision of the Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personal) Rules, 2014, the board appointed CS Shweta Garg, Practicing Company Secretary, Indore to conduct Secretarial Audit of the Company for the financial Audit report in Form MR 3 is attached as Annexure VII and forms part of this report. The Secretarial Audit Report is self explanatory and no comments are required to be given on the same except an observation regarding related party transaction. In this regard, the Board clarifies bona fide mistake and for current financial year the Board has already proposed to take approval of the members at the ensuing Annual General Meeting for all material related party transactions.

36. Cost Audit

The Board had appointed M/s M. P. Turakhia & Associates, Cost Accountants (Firm Registration No. : 000417), as Cost Auditor for conducting audit of cost records of the Company for the Financial Year 2022 - 23.

As the Cost Audit Report is under preparation, Board cannot comment about observation of the Cost auditors. .

37. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year 2022-23, as stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure VIII forming part of this Boards Report, and gives detail of overall industry structure, developments, performance and state of affairs of the Companys operations during the year.

38. Risk Management Policy

The risk management framework of the company definesroles and responsibilities for arriving at risk rating criteria for assessing risk impact, likelihood of risks and effectiveness of mitigation plans. The process includes identification of risks involved in various areas, zeroing on ‘risk that matter, assessing mitigation plan and preparedness to face ‘risk that matter. The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company.

The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

39. Disclosure in respect of loan to employees for purchase of own shares

The company has not given any loan to any of the employees for purchasing its shares.

40. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal), Act, 2013

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the year.

41. Reporting of fraud by statutory auditors

There was no fraud in the Company, which was required to be reported by statutory auditors of the

Company under sub- section (12) of section 143 of Companies Act, 2013 during the financial year.

42. Issue of Equity shares with differential voting rights

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

43. Issue of Sweat Equity, ESOP etc.

The company has not issued Sweat Equity Shares or Shares to its employees under “Employee Stock Option Scheme” during the financial year.

44. Details of application under IBC

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and

Bankruptcy Code, 2016 is not applicable;

45. Difference in valuation

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

46. Changes in Share Capital

During the Financial Year 2022 - 23, there was no change in the share capital of the company.

47. Auditors

The Auditors, M/s Anil Kamal Garg & Company, Chartered Accountants, Indore, were appointed as statutory auditors for a period of 5 years from the conclusion of 21st Annual General Meeting till the conclusion of 26th Annual General Meeting. The auditors have given a declaration to the company to the effect that the auditor/firm to continue as auditor in terms of the provisions of

Section 141 of the Companies Act, 2013 read with Rule 4 and Rule 10 of the Companies (Audit & Auditors) Rules, 2013.

48. Insurance

All the properties and operations of the Company, to its best judgment have been adequately insured.

49. Investor Services

The shares of the Company are listed on National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange (BSE). The company has paid listing fees to the Stock Exchange on time. Bigshare Services Private Limited, Mumbai are the Registrar & Transfer Agents (RTA) in respect of the equity shares.

50. Acknowledgements

Your Directors convey a sense of high appreciations to all the employees of the company for their hard work, dedication, continued commitment and significant contributions. Your Directors are grateful to acknowledge the support and cooperations received from various departments of the Central and State Governments, Members, Business Associates, Analysts, Banks, Financial Institutions, Customers, Distributors and Suppliers.

Cautionary Statement

Statements in the Directors Report and the Management Discussion and Analysis describing the Companys objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in e influenc thestatement.Importantfactorsthatcould the Companys operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.