dc infotech communication ltd share price Directors report

BUSINESS PERFORMANCE

The year gone by has been really profitable. The Companys revenue increased to Rs. 35962.51 as compared to Rs. 23251.18 in the previous year marking an increase by Rs.12711.33.

The Companys Net Profit after Tax stood at 707.57 as compared to Rs. 400.39 in the previous year registering an increase of by Rs. 307.18.

DIVIDEND

In order to conserve the financial resources for the further growth and aiding the financial resources, your directors have decided not to recommend any dividend for the financial year ended 31^st March, 2023. Dividend distribution policy is available on below link: https://www.dcinfotech.com/investor-relationships/1

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013, do not apply as there was no dividend which were unclaimed or unpaid since last seven years.

TRANSFER TO RESERVES

The whole profit after tax has been transferred to Surplus in the Statement of Profit & Loss.

ALTERATION OF MEMORANDUM OF ASSOCIATION

During the period under review the company has not altered Memorandum of Association of the company.

ALTERATION OF ARTICLES OF ASSOCIATION

During the period under review the company has not altered Memorandum of Association of the company.

SHARE CAPITAL

The Authorized Share Capital of your Company is Rs. 15,00,00,000 (Rupees Fifteen Crore) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- each.

The Issued, Subscribed and Paid Up Share Capital of the Company Rs. 12,00,00,000 divided into 1,20,00,000 Equity Shares of face value of Rs. 10.00 each

DEPOSITORY SYSTEM

The Company has entered into an agreement with the National Securities Depository Limited (NSDL) as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in dematerialized form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of Executive and Non-executive Directors including Independent Directors along with Key Managerial Personnel who have vast experience in the core business activity of the Company. The composition of the Board is in consonance with norm specified in the SEBI Regulations with the Stock Exchange.

In terms of the provisions of the Act, Mr. Chetankumar Hasmukhlal Timbadia (DIN: 06731478), Director of the Company retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

BOARD MEETINGS

During the year, 8 Meetings of Board of Directors were convened and held on 05/05/2022, 30/05/2022, 27/06/2022, 02/09/2022, 14/11/2022, 03/12/2022, 14/02/2023 and 30/03/2023. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

GENERAL MEETING

Below are the details of General Meeting held during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in accordance with the provisions of Section 134 (3) (c) and 134(5) of the Companies Act, 2013:

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit & Auditors) Rules, 2014 and the rules framed there under, appointment of M/s. D G M S & Co, Chartered Accountants, (Firm Registration No. 0112187W), as the Statutory Auditors of the Company were done at 1^st Annual General Meeting of the company for the period of 5 years.

The Company has obtained a certificate for their independence and eligibility for their appointment as Statutory Auditors, and the same are within the limits as specified in section 141 of the Companies Act, 2013.

The Auditors Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.

The Auditors Report on the financial statements for the financial year 2022-23 is self-explanatory and do not call for any further explanation of the Board.

During the Period under review, no matter of actual or alleged fraud were reported by the auditor (Statutory Auditor, Secretarial Auditor) to the Board.

The Auditors Report on the financial statements of the Company for the year ending March 31, 2023 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the Annual Report.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Apart from in-house Internal Audit function, to strengthen and maintain transparency, the Company has also appointed M/s Gaurav Radia., Chartered Accountants, Mumbai, as Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, to examine the effectiveness of internal control system.

INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 161 of the Act, Ms. Sneha Atul Chotai (DIN: 08456107), Mrs. Lipee Rajesh Rajani (DIN: 08521484) and Mr. Chandrashekar Maruti Gaonkar (DIN: 00002016) were appointed as an Independent Directors by members of the Company w.e.f 30/05/2019, 29/07/2019 and 27/06/2022 respectively.

DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI Listing Regulations 2015. Further, The Independent Directors are not liable to retire by rotation.

The Board of Directors has adopted the Code of Conduct for the Independent directors of the Company and the compliance of the same is affirmed by them annually.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Companies Act, 2013 and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14^th February, 2023 to review the performance of Non-independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timelines of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of section 135(1) of the Companies Act, 2013 the Company has earned a Net Profit after tax of Rs.707.57 Lac during the Financial Year 2022-23, and the company is falling under the prescribed limit for constitution of CSR committee to allocate expenditure, monitor policy, undertake, supervise & report the CSR Activities of the Company as prescribed under the Act.

Accordingly, the Board of Directors have constituted Corporate Social Responsibility (CSR) Committee on 11^th August 2023 and prepared a policy on CSR Activities to be undertaken.

The details regarding constitution of CSR Committee, terms of reference are as follows:

Terms of Reference: i. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by our company in accordance with the provisions of Section 135 of the Companies Act, 2013. ii. Review and recommend the amount of expenditure to be incurred on activities to be undertaken by the Company. iii. Monitor the Corporate Social Responsibility of the Company and its implementation from time to time: and iv. Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board of Directors or as may be directed by the Board of Directors from time to time.

AUDIT COMMITTEE

During the year, 5 Meetings of Audit Committee were convened and held on 05/05/2022, 30/05/2022, 02/09/2022, 14/11/2022 and 14/02/2023. Your Directors ensures that Audit Committee meets regularly to review reports, including significant audit observations and follow-up actions thereon. The Audit Committee also meets the Companys Statutory Auditors to ascertain their views on financial statements, including the financial reporting system, related parties transactions, compliance to accounting policies and procedures. Composition and Details of Meeting of Audit Committee:

*During the year under review Mr. Chandrashekhar Gaonkar appointed as member of Audit Committee w.e.f 03.12.2022 and Mr. Chetankumar Timbadia resigned as member of Audit Committee w.e.f 03.12.2022.

NOMINATION AND REMUNERATION COMMITTEE

During the year, Two Meeting of Nomination and Remuneration Committee was convened and held on 30/05/2022 and 27/06/2022. Your Directors ensures that the Company follows a Policy on Remuneration of Directors and Senior Management Employees. The policy shall be approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees.

Composition and Details of Meeting of Nomination And Remuneration Committee:

The policy of the Company on Directors appointment and remuneration is uploaded on to the Companys website and the same is available at http://dcinfotech.com/investor-relationships/1.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year, One Meeting of Stakeholders Relationship Committee was convened and held on 14/02/2023. During the year, under review, Company has complied with all compliances as mandated by various government authorities and Company has not received any complaint from its Investor or shareholders or any individuals.

Composition and Details of Meeting of Stakeholders Relationship Committee:

RISK MANAGEMENT COMMITTEE

During the year, One Meeting of Risk Management Committee was convened and held on 05/05/2022 and 14/02/2023. During the year, under review, Company has complied with all compliances as mandated by provisions of SEBI LODR Regulation 2015.

Composition and Details of Meeting of Risk Management Committee:

PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

During the year, No Meeting of Internal Compliant Committee (under Sexual Harassment Policy) were held. The Company has a Policy on “Prevention of Sexual Harassment of Women at Work Place” and matters connected therewith or incidental thereto covering all the aspects as contained under the ‘The Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013. Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or other policies. The policy provides for adequate safeguards against victimization of employees who avail of mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

The policy of the Company on Vigil Mechanism / Whistle Blower is uploaded on to the Companys website and the same is available at https://dcinfotech.com/investor-relationships/4.

FAMILIARIZATION PROGRAMME

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. This programme also seeks to update the Directors on the roles, responsibilities, rights and duties under various Acts and other statutes.

CRITERIA OF MAKING PAYMENTS TO NON-EXECUTIVE DIRECTORS

The policy of the Company on Criteria of making payments to Non-executive Directors is uploaded on to the Companys website and the same is available at http://dcinfotech.com/investor-relationships/1.

BOARD EVALUATION

In compliance 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 the Board and its committees and individual directors were evaluated by the Board after seeking inputs from all the Directors on the basis of criteria, such as composition and structure of the Board, quality of deliberations, effectiveness of the procedures adopted by the Board, participation of the Board and committee meetings and governance reviews etc.

As per Schedule IV to the Companies Act, 2013 a separate meeting of Independent Directors was held to be held to reviewed the performance of Non Independent Directors, the Board as a whole, and the Chairman of the Company.

Criteria for evaluation of Board as a whole

i. The frequency of meetings; ii. The length of meetings; iii. The administration of meeting; iv. The number of committees (if any) and their roles ; v. The flow of information to board members and between board members; vi. The quality and quantity of information; and vii.The Disclosure of Information to the stakeholders.

Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices; ii. Ability to contribute by introducing best practices to address top management issues; iii. Participation in long term strategic planning; iv. Commitment to the fulfilment of director obligations and fiduciary responsibilities; v. Guiding strategy; vi. Monitoring management performance and development; vii. Statutory compliance & corporate governance; viii. Attendance and contribution at Board /Committee (if any) meetings; ix. Time spent by each of the member; and x. Core competencies.

REMUNERATION OF DIRECTORS AND EMPLOYEES OF COMPANIES

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report is appended as to the Boards report. In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars as required pursuant to provisions of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. The Information Required under Section 197 of the Act read with rule 5(1) Of The Companies (Appointment & Remuneration Of Managerial Personnel) Rules, 2014 A. Remuneration of each Director & Key Managerial Personnel, percentage of increase during the FY 2022-23, the ratio of the remuneration of each of the director to the median remuneration of the employees of the company for the financial year 2022-23 is marked as Annexure A.

DEPOSITS

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as at the Balance Sheet date.

HUMAN RESOURCES

A. Employee Relations

We believe that success of Company depends on the talent and dedication of our employees and we strive to attract, hire, develop and retain outstanding employees. In view of this, we have laid down a comprehensive set of policies aiming at attracting, retaining and motivating employees. We believe significant benefits are realized from having a strong and seasoned management team with many years of experience in technology distribution and related industries. We consider relations with our employees to be good.

B. Trade Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. This accord incorporates novel elements such as introducing wide range of products, nurturing healthy competition, giving pocket friendly credit cycles, timely clearance of dues, easy accessibility to product heads, etc. Your Company will continue in its endeavour to build and nurture strong links with trade allies, based on mutuality, respect and co-operation with each other and with consistent consumer interest.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is given hereunder:

A. Conservation of energy

Your Company is primarily engaged in Trading activities and has not consumed energy of any significant level and hence no additional investment is required to be made forreduction of energy consumption. However, the Company will continue with its efforts to conserve the energy.

B. Technology absorption

The Companys operations do not require significant absorption of technology.

C. Foreign Exchange Earnings and Outgo

EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Annual Return as on March 31, 2023 is available on the Companys website on www.dcinfotech.com

RELATED PARTY TRANSACTIONS

During the year, Company has made several related party transactions which were in the ordinary course of business and on an “arms length” basis. The particulars of contracts or arrangements entered into by the Company with related parties as referred in sub-section (1) of section 188 of the Companies Act, 2013, in prescribed Form No. AOC-2, is appended as Annexure B to the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis as required under the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation is annexed herewith as Annexure C and forms part of the Boards Report.

SECRETARIAL AUDIT

The Secretarial Audit Report in form MR-3, for the financial year 2022-23, forms part of the Directors Report as Annexure-D.

Further the Secretarial Audit Report doesnt contain any adverse remark or comments.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is provided together with the Certificate from the Practicing Company Secretary confirming compliance of conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is attached separately as Annexure E and forms part of this Annual Report.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

As on March 31, 2023, Company does not have any Subsidiary/Joint Ventures/Associate Companies.

LOANS, GUARANTEES & INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

MATERIAL CHANGES AND COMMITMENTS

No material changes have took Place affecting the financial position of the Company from the date of closure of financial year till the date of signing of this report.

CHANGE IN ACCOUNTING TREATMENT

There has been no change in the accounting policies during the period under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in nature of business of the Company, during the period, under review.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

MATERIAL ORDERS OF JUDICIAL BODIES/REGULATORS:

During the year, there were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. Further, no penalties have been levied by the RBI or any other regulator during the year under review.

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR AND THEIR STATUS AS AT THE END OF THE YEAR:

No application was made, or any proceedings was pending under the Insolvency and Bankruptcy Code, 2016 during the Year under review.

DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

This provision is not applicable on the Company.

APPRECIATION

The Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the period under report by the bankers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For and on behalf of Board of Directors DC Infotech & Communication Limited