ddev plastiks industries ltd share price Directors report


To the Members of Ddev Plastiks Industries Limited,

The Board of Directors have pleasure to present the Third Annual Report of Ddev Plastiks Industries Limited ("the Company" or "DPIL") together with the Audited Statements of Accounts for the period commencing from 01.04.2022 to 31.03.2023 ("Financial Year ended 31.03.2023" or "Financial Year 2022-23" or "FY 2022-23").

1. FINANCIAL RESULTS:

(RS. IN LAKHS)

Particulars 2022-23 2021-22*
Turnover 250374.74 222690.28
Other Income 2578.70 2233.58
Profit/(Loss) before tax 14036.41 7559.65
Current Tax 3529.30 1962.23
Deferred Tax 12.97 119.33
Tax for earlier years 84.50 -
Profit/(loss) after tax 10409.62 5478.09
Balance brought forward 28974.80 (.35)
Balance brought pursuant to scheme of arrangement - 23,497.06
Adjustment relating to Fixed Assets - -
Equity Dividend 225.77 -
Balance carried to Balance Sheet 39158.65 28,974.80

*The Honble National Company Law Tribunal, Kolkata Bench (NCLT) vide its Order dated 04.03.2022 approved the Scheme of Arrangement between Kkalpana Industries (India) Limited ("KIIL") and the Company and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ("the Act") (hereinafter referred to as "Scheme" or "Scheme of Arrangement") to Demerge the Compounding Business Undertaking of KIIL having an appointed date 01.04.2021. The Financial Results represented here are in consonance with the said Order and Accounting Principles applicable to the Company in view thereof. In compliance with the said Order the Assets and Liabilities of the Compounding Business Undertaking of KIIL have been vested in the Company as on the appointed date i.e. 01.04.2021 and accordingly accounted for in the FY 2021-22.

The Financial Statements for the financial year ended on 31st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Act and other recognized accounting practices and policies to the extent applicable.

2. LISTING ON STOCK EXCHANGE:

Pursuant to NCLT Order dated 04.03.2022 approving the Scheme of Arrangement relating to Demerger, 94072930 equity shares of Re.1/- each of the company, as allotted, pursuant to said Order, were listed on BSE Limited on 26.07.2022. The company has paid the annual listing fee to the stock exchange.

3. DIVIDEND:

Considering the financial results and the performance of the company during the year under review, your Directors have pleasure in recommending final dividend @ 100% (Re 1/-( Rupee One only) per equity share of face value Re. 1/- (Rupee One only) each) to the equity shareholders of the Company for the Financial Year ended 31.03.2023. This dividend is payable after declaration by the shareholders at the ensuing Annual General Meeting. The dividend payout in the financial year 2022-23 was Rs. 225.78 lakhs (@ 24% i.e. Rs.0.24p per fully paid up equity shares of Re.1/- each)

Pursuant to the provisions of the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income Tax Act, 1961 and amendments thereof.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31st March 2023 and the Annual General Meeting (AGM). Book closure date has been indicated in the Notice convening AGM. The record date for considering the eligibility of members for dividend is also stated therein.

4. BONUS ISSUE:

The Board of Directors at its meeting held on 16th May, 2023 proposed issue of Bonus Shares in the ratio 1:10 i.e. 1 (One) Equity share of Re. 1/- (Rupee One Only) each for every 10 (Ten) fully paid up Equity Shares of Re. 1/- (Rupee One Only) each held by the shareholders as on record date for the purpose, subject to approval by the shareholders of the Company through Postal Ballot. The Bonus shares if approved will be issued and allotted on or before 16.07.2023 and trading approval be sought for the same. These shares upon issue shall rank pari-passu to the existing shares in all respects and dividend outflow will depend on the same.

5. WORKING CAPITAL:

The Company continues to enjoy working capital facilities under multiple banking arrangements with various banks including State Bank of India (Lead Bank), Axis Bank Limited, Bank of Baroda, HDFC Bank Limited, RBL Bank Limited, The Federal Bank Limited and Union Bank Limited. The Company has been regular in servicing these debts.

6. CAPITAL EXPENDITURE

During the financial year 2022-23, the Company incurred capital expenditure on account of addition to fixed assets aggregating to 3010.54 lakhs (including capital work in-progress and capital advances).

7. CREDIT RATING

The Companys financial discipline and prudence is reflected in strong credit rating ascribed by CRISIL as under:-

Total Bank Loan Facilities Rated Rs. 649 Crores
Long Term Rating CRISIL A/ Stable
Short Term Rating CRISIL A1

The above ratings were upgraded vide CRISILs Letter dated 02.03.2023 from A-/ Stable and A2+ for long term rating and short term rating, respectively.

8. ECONOMIC OVERVIEW GLOBAL ECONOMY & OUTLOOK:

In 2022, global economies faced significant headwinds as a result of broadening inflationary pressures and rising energy costs due to geopolitical strife in Europe. Global economic activity has also started slowing significantly as a result of monetary policy tightening to combat inflation, less favourable financial conditions and supply chain disruptions caused by geopolitical tensions. The sudden surge of COVID-19 in China dampened growth in 2022, but the recent reopening has paved the way for a faster-than-expected recovery. Global inflation is likely to decline from 8.8% in 2022 to 6.6% in 2023 and 4.3% in 2024. The emerging and developing economies of the world are expected to play a major role in accelerating global economic growth going forward. The main positive surprise in late 2022 came from the United States, with continued labour market resilience outweighing the impact of higher interest rates on private investment.

Global economic activity is experiencing a broad-based slowdown, with fallouts from inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions with sharp interest rate hikes, Russias invasion of Ukraine, and the lingering effects of the COVID-19 pandemic all weigh heavily on the outlook.

Global growth is forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023. This is the weakest growth profile since 2001 except for the global financial crisis and the acute phase of the COVID-19 pandemic. However, global growth is expected to be back on track from CY24, increasing by 3.1% in CY24 as per IMF Data. Further, India and China are anticipated to contribute more than 50% of growth in the worlds GDP in 2023.

INDIAN ECONOMY AND OUTLOOK:

The Indian economy remained remarkably resilient to global challenges in 2022. According to the first advance estimates by the National Statistical Office (NSO), the Indian economy is estimated to expand by 7% in FY23, following the 8.7% growth in the previous financial year. However, Indias economy continues to grow at one of the highest rates, outpacing the major emerging and developing economies, including China. It registered a broad-based expansion of 9.7% from April to September 2022, supported by robust domestic demand and upbeat investment activity. Waning input cost pressures, strong retail consumption and an increase in fixed asset expenditures mark the beginning of an upturn in Indias capex cycle, which will contribute to the acceleration of the Indian economys growth momentum.

In the backdrop of the difficult Global Economic Conditions India is set to be the second-fastest growing economy in the G20 in FY 2022-23, despite decelerating global demand and the tightening of monetary policy to manage inflationary pressures. GDP growth will slow to 5.7% in FY 2023-24, as exports and domestic demand growth moderate. Inflation will crimp private consumption but moderate at the end of the projection period, helping, along with improved global conditions, to boost growth to 6.9% in FY 2024-25, in line with the 20-year average (excluding the COVID-19 recession). Economic activity and human consumption have grown steadily, as reflected by high-frequency indicators such as GST collection statistics, direct tax collections, increasing railway freight, E-Way Bills, air traffic and PMI data.

After a spike in 2022, the current account deficit will narrow as import price pressures abate. The Indian economy has proven to be remarkably resilient in the face of the deteriorating global situation due to the strong macroeconomic fundamentals that place it well ahead of other emerging market economies.

Looking ahead at 2023

The New Year brings hopes for continued momentum in Indias growth story, backed by the sustained strength in domestic demand, with significant addition in infrastructure, including in Power Generation, transmission and through various Government sponsored scheme in distributions of Power. According to a recent report by Morgan Stanley, India could become the second-fastest growing economy among the G20 nations in FY 2022-23, after Saudi Arabia, . This is expected despite a potential slowdown in global demand, inflationary pressures and continued monetary policy tightening.

The Indian government has bolstered the overall yearly budget by 7.5%, to Rs. 45 lakh crores. The CAPEX allocation has also grown, increasing by 37.40% from the previous year to Rs. 10 lakh crores. This is expected to result in a gradual upswing in economic activity in the country. The governments emphasis on capex and strengthening the private sectors intent to spend is likely to bolster investment demand.

9. INDUSTRIAL SCENARIO:

The global polymer compounding market size was estimated at USD 63.45 billion in 2022 and is expected to grow at a compound annual growth rate (CAGR) of 7.6% from 2023 to 2030. Increasing substitution for natural rubber, wood, metals, glass, and concrete by plastic is expected to drive the growth of the polymer compounding industry over the forecast period. The demand for polymer based i.e. plastics products is rising due to its use in various industrial applications on account of its ability to form desired shapes and easy molding. Plastic fittings are considered to be very easy to install as compared to metal or wood fittings. These fittings are available in a wide range of color combinations, which adds to their aesthetic appeal.

The polymer compounding market growth is driven by the rising use of these products in various Industries including automotive, packaging, electrical, appliances, etc. Additionally, the growing technological advancements in automotive and electrical industries and rising construction activities in developing countries are playing a key role in growth of the market. There has been upsurge in building and infrastructure projects worldwide in recent years, with India, China and North America among top countries which require the use of various plastic products ranging from electrical equipment, electrical wiring, flooring, wall covering etc. In the construction industry, wire and cable compounds are used for commercial, residential and industrial purposes for power transmission and low and medium voltage cable applications. The construction industry accounts for largest share of market keeping in view the growing urbanization. The usage of wire and cables compound in construction is increasing at an exponential rate due to their significant number of advantages and long term cost implications. The initiatives like Make in India, Atmanirbhar Bharat, Pradhan Mantri Krishi Sinchayee Yojna, Smart City, Pradhan Mantri Awas Yojna Projects, establishment of plastic parks, production linked incentives, other industry friendly policy meas./ures, tax subvention being announced by the Government have further assisted the growth of the Industry.

Apart from automotive, electronics and constructions, manufacturers in plastic compounding markets are extending their supply to arms in defense, irrigation and furniture applications. Underground cables and appliances are catalyzing the demand for polymer compounding. With the help of advanced materials and processes; polymers are being transformed to exhibit high tensile strength as compared to most metals. Injection molding companies and cable industries are capitalizing on these trends, since low manufacturing costs, design flexibility, safety and longevity is being preferred by end users. The market for wire and cable compound is expected to grow at a CAGR of more than 5% globally during the forecast period. Wire and cable compound provide high quality insulation, jacket to conducting materials, offers high durability, excellent chemical and corrosion resistance and high mechanical stability, flexibility and abrasion resistance to the cable and wire. The growing product application in the construction and power sector has been driving the market growth.

The technical advancement in low fire hazard vinyl and teflon wire and cable compound offer great opportunities for the wire and cable compound market over the next five years. Asia-Pacific region dominates the market, owing to growing application of wire and cable compound in power and construction industry, which augment the demand for wire and cable compound.

The automotive industry has been focusing on vehicle weight reduction for decades as vehicle weight has a direct impact on driving dynamics and fuel efficiency. As per the US Department of Energy (DOE), reducing the weight of vehicles by 10% yields an increase of 6-8% in fuel economy. As governments from around the world are implementing stringent emission regulations and are even planning to set even higher emissions standards in the coming years, the importance of lightweight materials is expected to increase. Usage of plastic has been a major help in lowering vehicle weight which has direct impact on demand for polymer compound manufacturing. The global automotive polymers market is dominated by Asia-Pacific region owing to its huge automobile production base from counties like China, India, Japan, and South Korea. The automotive polymers market in the region will benefit from tightening environmental regulations in the countries like India where automobiles are expected to shift to BS 6 standard which forced automobile manufacturer to use more lightweight materials to increase fuel efficiency and reduce emissions. Booming electric vehicles industry in China and Japan is also furthering the cause for composite polymers in the region.

Significant contribution to technical and technological development of white goods products is due to polymers and related technologies. Development reflects not only the improvement of primary functional features, but also the ecology aspect of product design (eco-design) and pleasurable industrial design.

10. OPERATIONS AND STATE OF COMPANYS AFFAIRS:

During the period under review, the turnover of the Company stood at Rs 2,50,374.74 lacs as against Rs. 2,22,690.28 in FY 2021-22. The Profit after tax as at 31.03.2023 stood at Rs. 10,409.62 lacs as against Rs. 5,478.09 lacs as at 31.03.2022.

The Company is a leading manufacturer of polymer compounds in India with a capacity of 239000 MT per annum having a diverse product portfolio consisting of PE compounds, PVC compounds, Filled compounds, Master Batches, Footwear compounds, Pipe compounds, Peroxide compounds expanding to Engineering Plastic compounds for White compounds, automotive and electrical appliances. It has 5 (five) manufacturing units with state of art machinery, infrastructure, equipment, and R&D facilities. With plants located at both East & West coast of India, the company gains advantage of low freight costs. The in-house ability for designing and testing new compounds with large fully equipped labs and experienced and skilled team and strong Research and development has resulted in large pipeline of new products under development based on customer feedbacks and requirements. The Multi location setup helps minimize the transportation cost by being closer to suppliers (ports) and customers and wide range of extruder capabilities provide flexibility to produce custom quantities for wide range of customers. The arrangements with most large suppliers and large sourcing quantities result in priority treatment from suppliers and cost effectiveness. Our excellent marketing team comprising of technically qualified and trained personnel focus on customizing products to suit customer processes and strong relationships with suppliers provide inputs for developing new product applications based on critical raw materials.

For further details refer to Management Discussion and Analysis, annexed to this report

11. FUTURE PROSPECTS

Increasing demand in construction, automotive, electrical and electronics sectors is expected to be a major factor driving global polymer compounding industry growth. Synthetic polymers such as Polyvinyl Chloride (PVC), Polypropylene (PP), Polyethylene (PE), Polycarbonates (PC), and Polyurethane (PU) have been traditionally used in various applications such as packaging, electronic components, automotive components, toys, furniture and construction materials.

Plastic demand is also increasing in the construction sector in flooring, insulation materials, electrical fittings, wiring, cables, storage tanks, doors, pipes etc. Growing residential and commercial projects in developing nations is boosting infrastructural development. Further consumer awareness regarding safety, attractive interiors, improved quality, is increasing demand for such materials. A booming construction industry is anticipated to complement the polymer compounding market. Large investments in sectors such as water, sanitation management, irrigation, building, construction, power, transport retail etc are continuously being made. PVC, Chlorinated Polyvinyl Chloride (CPVC) play an important role in sustainable management of this sector through various products like pipes, cable, water proofing membranes, wires, etc. This will boost the polymer compounding market in foreseeable future. Increasing environmental regulations and safety concerns on use of halogenated polymers for wires and cables are driving demand for non-halogenated cable compounds. Regulatory intervention to reduce gross vehicle wight to improve fuel efficiency and reduce carbon emission has driven automotive to substitute metals for fabricating automotive components with plastic products, therefore with growing thermoplastic and thermosets demand in automotive components fabrication, polymer compounding is expected to gain prominence due to increasing and improved quality and material specification requirements by automotive manufacturers.

In terms of value the global polymer compounding market is expected to reach US$ 107.6 Billion by 2031, expanding at CAGR of 6% during forecast period. Asia pacific is estimated to be a prominent region of polymer compounding market in terms of value in the near future. Increase in demand for polymer compounding in various applications, rapid industrialization, improvement in economic conditions, supportive government policies, availability of cheap labour, natural resources, are factors fueling polymer compounding market in the region.

Cable and Wire Industry, being the key takers of products of your Company, is also expected to grow. The rising demand from the construction industry due to the growing urbanization in numerous countries is estimated to bring considerable growth prospects for the wire and cable compounds market during the period of 2021-2031. The popular concept of smart city is also proving to be beneficial growth opportunity for the wire and cables compounds market. Furthermore, the characteristics of wire and cable compounds also make them a favorite among numerous applications.

Growing renewable energy production and initiatives taken by the government to upgrade the transmission systems and power supply models and systems are presumed to drive the wire and cable compounding market. Increasing reserves in smart grid technology have also propelled the market growth to a greater extent. Increased concerns for safety have generated awareness and flame retardant, low smoke emission, non halogenated wire and cable compounds have come to gain popularity and market.

12. SHARE CAPITAL:

There has been no change in the Share Capital of the Company during the period under review. As on 31.03.2023, the Authorised Capital stood at Rs. 10,15,00,000 (Rupees Ten Crores Fifteen Lakhs only) divided into 1015000 (Ten Crores Fifteen Lakh) Equity Shares of Face Value of Re.1/- (Rupee One only) each and the Paid-Up Equity Share Capital of the Company stood at Rs. 9,40,72,930 (Rupees Nine Crores Forty Lakhs Seventy Two Thousand Nine Hundred and Thirty only) divided into 94072930 ( Nine Crores Forty Lakhs Seventy Two Thousand Nine Hundred and Thirty ) Equity Shares of Face Value of Re.1/- (Rupee One only) each.

However, the board of directors had recommended, at its meeting held on 16th May, 2023, to the members to consider and approve the increase in Authorised Capital of the Company to Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 150000000 (Fifteen Crores) Equity shares of Re. 1/- (Rupee One Only) each, to accommodate the issue of bonus shares, subject to approval of members, vide Postal Ballot.

13. SHAREHOLDING OF COMPANY:

(a) Buy Back of Shares: The Company has not bought back any of its securities during the period under review.

(b) Sweat Equity: The Company has not issued any Sweat Equity Shares during the period under review.

(c) Bonus Shares: The Company has not issued any bonus shares during the period under review.

(d) Employees Stock option plan: The Company has not provided any Stock Option Scheme to the employees.

The Board of Directors, at its meeting held on 16.05.2023, recommended for shareholder approval the Issue of Bonus Shares in the ratio 1:10 (1 (One) fully paid equity share of Re. 1/- (Rupee One only) each to shareholder holding 10 (Ten) fully paid equity shares of Re. 1/- (Rupee One only) each) as at the record date, as may be fixed by the Board, subject to receipt of requisite approval of members of the company.

14. TRANSFER TO RESERVES:

The Company proposes not to transfer any amount to Reserves.

15. TRANSFER TO AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Ministry of Corporate Affairs (MCA) has notified provisions relating to unpaid / unclaimed dividend under Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund ("IEPF") (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") (including amendments from time to time). As per these, members are requested to note that dividends that are not encashed/ claimed within 7(seven) years from the date of transfer to the Companys Unpaid Dividend Account, will as per Section 124 of the Companies Act, 2013, be transferred to IEPF. Shares on which dividend remains unpaid/ unclaimed for 7(seven) consecutive years will be transferred to demat account of IEPF Authority as per section 124 of the Companies Act, 2013 and applicable rules, notifications, if any (as amended from time to time).

It may be noted that no amount is due to be transferred to IPEF Authority as on the date of this report, however, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.

Further, as per Honble National Company Law Tribunal, Kolkata Bench Order dated 04.03.2022, approving the Scheme of Arrangement between Kkalpana Industries (India) Limited (KIIL) and the Company, the company was required to allot shares to shareholders of KIIL as at 08.04.2022. Accordingly, in respect of shareholders of KIIL whose shares were lying in IEPF Account as on 08.04.2022, requisite shares of the company have been transferred to IEPF Account.

16. DEMATERIALISATION OF SHARES AND ESCROW ACCOUNT

As at 31st March 2023 100% of the shareholding of the company was held in dematerialized mode since physical issue of shares was not permitted by the NCLT Order approving the Scheme of Arrangement and as per applicable statutory requirements. However, the shares to be issued to physical shareholders of Kkalpana Industries (India) Limited ("KIIL" or "Parent company") were transferred to Escrow Account and letters were issued to such holders to update their demat account details with the company/ Registrar and Share Transfer Agents of the Company ("RTA")- C.B. Management Services Pvt. Ltd to enable transfer of related shares from the Escrow Account to such holders. During the year the company had received 70 request aggregating to 55125 equity shares to be transferred from Escrow Account to beneficiary accounts which were duly processed, in Lots.

It is requested that eligible shareholders (i.e. shareholders holding shares of KIIL in physical mode as at 08.04.2022 who are pending to update their demat details for receipt of shares of the company from escrow account) are requested to kindly demat their holdings and also update their demat details with the RTA and claim their shares of the company.

17. CHANGES IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturers of Polymer Compounds in the Country.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Pursuant to the Scheme of Arrangement approved between KIIL and the Company, shares of the Company were allotted to shareholders of KIIL and subsequently listed on BSE Limited. The Listing of shares of the Company was affected from 26.07.2022.

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial relates i.e. FY 2022-23 and the date of the report.

19. RESEARCH AND DEVELOPMENT

Your Company recognizes that Research & Development ("R&D") plays a vital role in supporting operations as well as future growth. Your Company focuses its attention on development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries. Through R&D, it endeavors to increase production, lower cost of production and lower wastage. The Company has in place a sound R&D infrastructure and team to cater to the changing market needs. The R&D team has enabled the company to achieve breakthrough in various applications and procedures which have enabled the achievement of the objectives of the company, development of new and improved products and applications.

Over the years, we have created a strong product portfolio, with focus on advanced R&D and relied on world- class know-how to build a futuristic organization. Our deep domain knowledge, coupled with an innate zeal to explore new frontiers of the carbon value chain while fostering novel approaches has kept us a step ahead of the competition. For us, innovation is a way of life, so we continue to build our innovative capabilities. Our commitment to deliver superior quality products enables us to consistently introduce value added products to our diverse portfolio. It also drives process enhancements that contribute to the development of quality products and helps us sustain cost leadership.

We are mindful of our responsibility to ensure the wellbeing of people as well as the planet. We inculcate sustainable practices to create holistic value for all our stakeholders, including employees, shareholders, suppliers, customers and the community at large. It, therefore, empowers us to fulfill our objectives towards society and the environment over the long-term. Looking ahead, we remain determined to identify new opportunities, explore broader applications and lead with the latest developments in the industry - to strengthen the foundation of the organization.

20. RISK AND CONCERNS:

Risk factor is ingratiated to all business activities of all companies, though in varying degrees and forms. As far as your company is concerned, it has an approved risk management policy by the Board of Directors. Risk evaluation and its management is ongoing process within your company and is periodically reviewed by the Board of Directors of your company.

The main risks of your company are as under:

Business risks

Your company has to face intense competition from unorganized sector and imports pertaining to plastic compounds. Further, the raw material prices remain volatile. It is very difficult to estimate the near future raw material cost. However, the company scrutinizes the prices of raw materials from various markets to source the same at most competitive rates from domestic sources or imports, as may be required.

Technology risks

Quality up gradation and product consolation risks are intertwined with your companys business management. However, the high standard of in-house research and development fortifies the technological risks to some extent.

Financial risks

The Companys policy is to actively manage its foreign exchange risk. The company actively manages the interest rate risk by adopting suitable strategies to minimize the impact of interest rate fluctuations, including maintaining optimal balance of different loan types and maturities.

Credit Risks

The Company sells their products by extending credit to customers, with the attendant risk of payment delays and defaults. To mitigate the risk, appropriate measures like periodic review and rigorous follow-up are put in place for timely collection of dues from the customer. Credit availability and exposure is another area of risk. However, all export sales of the Company are covered under the receivable insurance Policy which further mitigate the risk.

Liquidity Risks

The Company realizes that its ability to meet its obligations to its suppliers and others is linked to timely and regular collection of receivables and maintaining a healthy credit rating. Review of working capital constituents like inventory of raw materials, finished goods and receivables are done regularly by the respective Divisions and closely monitored by Corporate Finance

Workplace Accident/ Incident risks

Every process-related activity has its inherent associated hazards which can affect plants or properties in terms of Accidents/Incidents at the workplace and the ill health of its employees. To address all of these risks coming from such hazards the company has set up risk assessments whereby it identifies the hazards, evaluates who may be harmed and takes necessary measures and proactive actions to mitigate the same. Regular maintenance and check ups are conducted to ensure safety measures.

Environmental Sustainability risks

The industry in which the Company operates bears the responsibility to improve environmental impact management. Accidents involving chemicals put the environment, human health and safety at risk, as well as threaten business operations. In addition to following environmental standards, the industry is also liable for adding value to society. The company adheres to all the essential environmental rules and regulations prescribed by the Government. Each facility has robust safety standards and systems in place to mitigate any potential risks. The Company also ensures careful disposal of hazardous waste by following the regulations. Additionally, the Company has made significant investments in green projects to create facilities for a sustainable future.

Dependency/ Economical risks

As the Company relies heavily on a few distinct industries, such as cable and power segments, any decline in these sectors would affect its margins and security. The demand for its products is primarily inelastic since these application sectors are vital to any economy. Despite this risk, the Company has a loyal client base for more than three decades. This long-standing partnership has helped mitigate the impact of this risk on the Company.

Market Presence and Reputational risks

The Company competes with other producers who manufacture similar goods both in India and abroad in a fiercely competitive market. Thus, the Companys market influence becomes significant when choosing a smart facility spot. The company has established 5 (five) state of art facilities across east and west India at strategic locations which help in easy transportations, procurements and access to the markets. This has significantly enhanced the Companys reputation.

21. RISK MANAGEMENT POLICY:

Your company has an elaborate risk Management procedure and adopts a systematic approach to mitigate risk associated with accomplishments of objectives, operations, revenues and regulations. The Board takes responsibility for the overall process of risk management throughout the organization. In terms of requirement of the Companies Act, 2013 the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The company considers activities at all levels of the Organization viz. Enterprise level, Division level, Business Unit Level and Subsidiary level in risk management framework. Risk management process of the Company focuses on three elements viz. 1) Risk Assessment 2) Risk Management and 3) Risk Monitoring. The Companys business units and corporate functions address risk through an institutionalized approach aligned to Companys objective. This is further facilitated by Internal Audit which is reviewed by the Board and Audit Committee of the Company. The key risks and mitigating actions are reviewed and significant audit observations and follow up actions thereon are reported to the Audit Committee and Board.

22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of your Company. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable Indian Accounting Standards (Ind AS) and relevant statutes. The Internal Auditor and the Audit Committee reviews the Internal Financial Control system periodically.

23. VIGIL MECHANISM

The Company believes in conducting its affairs in fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to the requirement of the Section 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to provide a secure environment and to encourage employees to report unethical, unlawful, improper practice, acts or activities, if any. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee. During the year under review no employee was denied access to the Audit Committee.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS;

NCLT had vide its Order dated 04.03.2022, approved the Scheme of Arrangement between KIIL and DPIL for transfer of compounding business of KIIL to DPIL on a going concern basis from an appointed date of 01.04.2021 and the said Order was filed with the MCA/ Registrar of Companies (ROC) on 01.04.2022, being the effective date.

As mentioned earlier, the Honble NCLT had vide its Order dated 04.03.2022, approved Scheme of Arrangement between KIIL and Company pursuant to which shares of the Company were allotted to shareholders of KIIL and subsequently listed on BSE Limited. The listing approval in this regard was received on 26.07.2022.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the companys operations.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of loans, guarantees or investments made under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (refer note 36 to the financial statement)

The Company was accorded approval by members of the Company to give loans, guarantees and make investments not exceeding in aggregate Rs. 2000 crores which is in excess of 60% of the aggregate of its paid up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013 and as may be noted the company has ensured compliance to said limits and approval as accorded.

26. DEPOSITS:

The Company had not accepted any deposits from public and/or members during the period under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

Pursuant to the provision of Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure 1.

28. POLICIES

The Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and various other statutes applicable to the Company, mandated the formulation of certain policies for listed companies. All applicable policies are available under the head Policy on the Companys website at www.ddevgroup.in/investor-relations.php. The policies are reviewed periodically by the Board and Committees and updated, based on need and new compliance requirement and recommendation of related Committee/s.

29. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment/ Re-appointment/ Change in Designation

As per the provision of Section 152 (2) of the Companies Act, 2013 every director shall be appointed by the Company in General Meeting. Accordingly, at the Annual General Meeting ("AGM") held on 29.09.2022, the members of the Company had approved the following appointments:

Name DIN Appointment/Cessation Designation Effective date
Mr. Narrindra Suranna 00060127 Appointment Chairman and Managing Director 28.03.2022
Mr. Ddev Surana 08357094 Change in Designation Whole Time Director and Chief Executive Officer 28.03.2022
Mr. Rajesh Kothari 02168932 Change in Designation Whole Time Director 28.03.2022
Mrs. Mamta Binani 00462925 Appointment Independent Director 28.03.2022
Mrs. Ramya Hariharan 06928511 Appointment Independent Director 28.03.2022
Mr. Samir Kumar Dutta 07824452 Appointment Independent Director 28.03.2022

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mr. Ddev Surana (DIN: 08357094), Whole Time Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

The necessary disclosure about Director seeking appointment/ re-appointment required, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India (ICSI), is annexed to the Notice of 03rd AGM.

Key Managerial Personnel

The Board has the following as Key Managerial Personnel:

Mr. Narrindra Suranna- Chairman and Managing Director Mr. Rajesh Kothari-Whole Time Director

Mr. Ddev Surana -Whole Time Director and Chief Executive Officer Mrs. Tanvi Goenka- Company Secretary and Compliance Officer Mr. Arihant Bothra- Chief Financial Officer

Independent Directors

The following Independent Directors are on Board as at 31.03.2023 Mr. Samir Kumar Dutta Mrs. Ramya Hariharan Mrs. Mamta Binani

None of the Independent Director is due for re-appointment at the ensuing AGM or during the period under review.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, proficiency and expertise in their respective designated fields and a0re persons of integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150 of the Companies Act, 2013 (including any statutory modifications, amendments/ re-enactments, if any) read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time.

Cessation

None of the Directors resigned or were removed from their office during the period under review. Further, none of the Directors ceased to be associated with the company for any other reason.

None of the Directors are disqualified or debarred by Securities and Exchange Board of India (SEBI) or any other statutory authority, from continuing office as Director and Certificate received in this regard from Mr. Ashok Kumar Daga (PCS-2699, COP-2948), Practicing Company Secretary, is annexed to this report as "Annexure 2"

30. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence, as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. They have also confirmed, respectively, pursuant to Circular No. LIST/COMP/14/2018-19 dated 20.06.2018 issued by BSE Ltd., pertaining to enforcement of SEBI Orders regarding appointment/ re-appointment of Director/Independent Director, that they are not debarred from holding office of Independent Director/ Director by virtue of any SEBI order or any other statutory authority and are not disqualified from being/ continuing as Independent Directors in terms of Section 164 of the Companies Act, 2013. They have also confirmed, respectively, their compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 ("the Rules"), as amended from time to time, with respect to registration with the Databank of Independent Directors maintained with Indian Institute of Corporate Affairs.

31. BOARD MEMBERSHIP CRITERIA AND LIST OF CORE SKILLS/ EXPERTISE/ COMPETENCIES IDENTIFIED IN CONTEXT OF THE BUSINESS

The Board of Directors is collectively responsible for selection of member on the Board. The Company follows defined criteria for identifying, screening, recruiting and recommending candidates for selection as a Director on the Board. The criteria for appointment to the Board includes:

• composition of the Board, which is commensurate with the size of the Company, its portfolio, geographical spread and its status as a public Company;

• desired age and diversity on the Board;

• size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Directors consistent with the requirements of law and the objectives and activities of the Company;

• professional qualifications, expertise and experience in specific areas of relevance to the Company;

• avoidance of any present or potential conflict of interest;

• availability of time and other commitments for proper performance of duties;

• personal characteristics being in line with the Companys values, such as integrity, honesty, transparency, pioneering mindset etc.

The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the Company, which are currently available with the Board:-

• Leadership - Experience of running large enterprise, leading well-governed organization, with an understanding of organizational systems and strategic planning and risk management, understanding of global business dynamics, across various geographical markets, industry verticals and regulatory jurisdictions.

• Strategy and planning - Appreciation of long-term trends, strategic choices and experience in guiding and leading management teams to make decisions in uncertain environments

• Governance - Experience in developing governance practices, serving the best interests of all stakeholders, maintaining board and management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values

• Finance and Accounting Experience - Experience in handling financial management along with an understanding of accounting and financial statement

• Understanding use of Digital / Information Technology - Understanding the use of digital / Information Technology across the value chain, ability to anticipate technological driven changes & disruption impacting business and appreciation of the need of cyber security and controls across the organization

• Sales and Marketing - Experience in developing strategies to grow sales and market share, build brand awareness and equity, and enhance enterprise reputation.

The following are the details of respective core skills of Board Members:-

Name of Director Core Skill
Mr. Narrindra Suranna (DIN: 00060127) Leadership

Strategy and Planning Finance & Accounting Experience Sales and Marketing

Mr. Ddev Surana (DIN: 08357094) Leadership

Strategy and Planning

Understanding use of Digital/ Information Technology Sales and Marketing

Mr. Rajesh Kothari (DIN: 02168932) Leadership

Strategy and Planning

Finance & Accounting Experience

Understanding use of Digital/ Information Technology

Sales and Marketing

Mr. Samir Kumar Dutta (DIN: 07824452) Governance

Finance and Accounting Experience

Mrs. Mamta Binani (DIN: 00462925) Strategy and Planning

Finance and Accounting Experience

Governance

Understanding use of Digital/ Information Technology

Mrs. Ramya Hariharan (DIN: 06928511) Strategy and Planning Governance

Finance and Accounting Experience Understanding use of Digital/ Information Technology

32. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF COMPANIES ACT 2013:

Your Company had devised a Policy on Directors Appointment and Remuneration including criteria for determining qualification, positive attributes, independence of the Board and other matters as provided under sub section 3 of Section 178 of the Companies Act, 2013 at its Board meeting held on 28.03.2022. The policy, as adopted, was to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31st March, 2023, the Board had 6 members, 3 of whom were executive and 3 were non-executive directors.

The Companys Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and Senior Management Personnel and such other matters as provided under section 178(3) of the Companies Act, 2013 including any amendment thereto.

The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under section 178(3) of the A Companies Act, 2013 is available on the companys website under the head Policy at https://ddevgroup. in/policies-and-framework/.

Your Directors affirm that the remuneration paid / proposed to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company and in compliance with provisions of Section 197(1) of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per approvals accorded in this regard.

33. INTIMATION FROM DIRECTORS WITH RESPECT TO SECTION 164(2) AND RULE 14(1) OF COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULE, 2014:

The directors of your Company have given their intimation in prescribed form DIR-8 stating that they are not disqualified from being appointed/ continuing as the Directors of the Company.

34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company had organized familiarization programmes for the Independent Directors as per the requirement of the Companies Act, 2013 and Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and it conducts familiarization programme, from time to time, for its Independent Director. All independent directors inducted into the Board attended the familiarization programme. The Company has familiarized the Independent Director with the company, their roles, rights, responsibilities in the company, nature of the Industry in which the company operates and business model of the company. The Company endeavors to update the Independent Directors regarding the companys projects, new ventures, if any, opening of new office sites or manufacturing units, shutdown/ closure of any manufacturing unit. It also keeps the Independent Directors informed of any sluggishness in finance/ liquidity problems, if any. The suggestions received from Independent Directors are taken note of and informed to the Chairman and Managing Director who takes suitable measures, if required, on the suggestions of the Independent Directors. Further, at the time of the appointment of an Independent Director, the company also issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. The format of the letter of appointment is available under the head draft letter of appointment on our website at https://ddevgroup.in/policies-and-framework/.

35. STATEMENT INDICATING THE MANNER OF FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The Board of Directors have devised a policy for performance evaluation, which includes criteria for performance evaluation. It reviews the performance evaluation criteria annually in accordance with Regulation 4(2)(f)(ii)(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. The Nomination and Remuneration Committee accordingly carries out an annual evaluation of Boards performance, and the performance of its Committees as well as Individual Directors (both Executive and Non - executive/ Independent Directors) in accordance with Section 178(2) of the Companies Act, 2013. This involves receiving inputs from all Committee members. The Board thereafter reviews and takes on record the performance evaluation done by the Nomination and Remuneration Committee. The Board evaluates the performance of Independent Directors, pursuant to Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule IV to the Companies Act, 2013.

Pursuant to the provisions of the Section 178(2) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was also carried out for the Boards performance, its committees & Individual Directors.

A structured performance evaluation form was prepared after taking into consideration inputs received from the Directors and on the basis of the evaluation criteria laid down by Nomination and Remuneration Committee and as reviewed and approved by the Board of Directors, covering various aspects of the Boards functioning including adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, the effectiveness of its processes, information, flow of information or instructions and its functioning.

A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors, the performance of the Board of Directors and the performance of Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy/ risks, participation, Directors contribution to the Board of Directors and Committee meetings, including preparedness on the issues to be discussed as well as meaningful and constructive contribution and inputs during the meeting and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non -Executive Directors. The Chairman was evaluated on the key aspects of his role, his contribution to ensuing corporate governance, leadership qualities, decision implementation, understanding of market and industry scenario etc. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board.

36. OBSERVATION OF THE BOARD IN REGARDS ITS OWN PERFORMANCE:

In regard to Financial Year ended 31st March, 2023, the Board of Directors of the Company, after an exhaustive discussion on the captioned subject matter, was of the opinion that operationally, the Board, as whole, had issued effective instructions, from time to time, and the same were duly carried out.

37. BOARD MEETINGS:

The Board held Five (5) Board Meetings during the financial year ended 31.03.2023, the details of which are given in the Corporate Governance Report which is annexed and forms part of this report. The intervening gap between two consecutive Board Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

38. GENERAL MEETINGS:

The Second Annual General Meeting of the Company had been convened and duly held pursuant to Section 96 of the Companies Act, 2013 and rules made thereunder on 29.09.2022.

No Extra Ordinary General Meeting was held during the period under review.

The Board of Directors have at its meeting held on 16.05.2023, approved the seeking of approval of members, through Postal Ballot, for issue of Bonus shares and the increase in authorized capital to enable such issue. The Approval of members is also sought for entering into material related party transactions vide said Postal Ballot.

39. COMMITTEES OF THE BOARD AND ITS MEETINGS:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

The consolidated details of the Committees composition is given below. The details in respect to the Committee along with their respective composition, number of meetings and attendance at the meeting are provided in the Corporate Governance Report, which also forms part of this Report

Name of the Committee Member Name Chairman/Member
Audit Committee Mr. Samir Kumar Dutta Chairman
Mrs. Ramya Hariharan Member
Mr. Rajesh Kothari Member
Nomination and Remuneration Committee Mr. Samir Kumar Dutta Chairman
Mrs. Ramya Hariharan Member
Mrs. Mamta Binani Member
Name of the Committee Member Name Chairman/Member
Stakeholders Relationship Committee Mrs. Samir Kumar Dutta Chairman
Mr. Ddev Surana Member
Mrs. Rajesh Kothari Member
Corporate Social Responsibility Committee Mr. Rajesh Kothari Chairman
Mr. Narrindra Suranna Member
Mr. Ddev Surana Member
Mr. Samir Kumar Dutta Member

40. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met on 11.02.2023, without the attendance of Non-Independent Directors and members of the Management except the Company Secretary, who was invited to the meeting for the purpose of providing necessary information, if any, and recording the proceedings of the meeting. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

41. CODE OF CONDUCT FOR DIRECTOR, SENIOR MANAGEMENT PERSONNEL AND EMPLOYEES:

Your Company has adopted Code of Conduct ("the Code" or "CoC") for its Directors and Senior Management. In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Directors and Senior Management Personnel have affirmed compliance, respectively, with the code. The Chief Executive Officer has also affirmed and certified the same, pursuant to 34(3) read with Part D of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the basis of Certification received from Director and Senior Managerial Personnel, in terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which certification is provided in the Report on Corporate Governance. The Company also has in place an Human Resource (HR) Policy for its employees at all levels, prescribing the code of conduct for the employees of the company.

42. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the company hereby submit its responsibility Statement as under:

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 year and of the profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

e) the directors, had laid down internal financial controls to be allowed by the company and that such internal financial controls are adequate and were operating effectively; and

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

43. CHANGE OF REGISTERED OFFICE:

There has been no change in the registered office of the Company during the period under review.

Pursuant to the provisions of Section 94, other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5(2) of the Companies (Management and Administration) Rules, 2014 and other relevant rules made thereunder (including any amendment thereto or enactment thereof for the time being in force), consent of the members of the Company was accorded, at its meeting held on 29.09.2022, to keep, maintain and preserve the Register of Members, Index of Members, Registers required to be maintained under Section 88 of the Companies Act, 2013 and rules made thereunder, copies of all Annual Returns under Section 92 of the Companies Act, 2013 together with the copies of certificates and documents required to be annexed thereto or any other register/ documents as may be required and permitted, at the office of the Registrar and Share Transfer Agent of the Company viz. C B Management Services Private Limited situated at P-22, Bondel Road, Kolkata - 700019 or its any other office within the local limits of the Registered Office of the Company.

44. DETAILS OF SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANIES:

The Company does not have any Subsidiary, Associate and/or Joint Venture Companies during the financial year ended 31.03.2023. Prior to approval of Scheme of Arrangement by NCLT the Company was a Wholly Owned Subsidiary of Kkalpana Industries (India) Limited (KIIL). However, the Scheme of Arrangement was approved by NCLT vide its Order dated 04.03.2022 having an appointed date of 01.04.2021 and the same was filed with Registrar of Companies on 01.04.2022 (effective date). Post approval of Scheme and allotment of shares pursuant to the Scheme, the Company ceased to be the Subsidiary of KIIL.

45. RELATED PARTY TRANSACTIONS:

Your Company has formulated Policy on Related Party Transactions (RPTs) which is available on Companys website at https://ddevgroup.in/policies-and-framework/. There were no transactions that required disclosure under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2, and hence your company has not provided any details of such related party transactions. Further, there are no material related party transactions, during the year under review, with the Promoters, Directors or any Key managerial Personnel which may have a potential conflict of interest with the Company at large. Prior Omnibus Approval has been obtained for transactions which are of a forseen and repetitive nature which shall be reviewed by the Audit Committee periodically. All Related Party Transactions entered into by the company with Kkalpana Industries (India) Limited, the demerged company, were in its ordinary course of business and were at an arms length and has been accounted for in the Company in accordance with NCLT Order dated 04.03.2022 approving the Scheme of Arrangement between the parent company and company. Omnibus Approval granted for the year under review for repetitive transactions was reviewed by the Board and Audit Committee of the parent company/ company. The details in respect to captioned matter are specified in notes to Financial Statement.

Further, the Audit Committee and the Board at its respective meeting held on 11.02.2023 had granted Omnibus Approval for Related Party Transactions to be entered with KIIL, subject to the same being approved by the members of the Company, in view of same being material related party transaction in accordance with Audited Financials of the Company for the FY 2022-23. Accordingly, the Company is seeking approval of members vide Postal Ballot Notice dated 16.05.2023.

46. STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. B. Mukherjee & Co. (FRN: 302096E), Chartered Accountants, Kolkata, were appointed as Statutory Auditors of the Company at the Annual General Meeting held on 08.11.2021, for a period of 5 (five) consecutive years from the conclusion of the first Annual General Meeting till the conclusion of sixth Annual General Meeting. They have also submitted their consent and confirmed their eligibility for continuing as Statutory Auditors for the Financial Year 2023-24.

47. STATUTORY AUDITORS REPORT:

The report of the Auditors pertaining to the Accounts in respect of the Financial Year 2022-23 read with Notes on Accounts are self-explanatory and therefore, do not require any further clarification. There are no qualifications, reservations or adverse remarks made by the Auditors in its report pertaining to your company for the financial year ended 31.03.2023.

48. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 :

There were no frauds reported by the Auditors under Sub-Section (12) of Section 143 of the Companies Act, 2013 for the financial year ended 31.03.2023.

49. COST RECORDS AND COST AUDIT REPORT:

Maintenance of cost records and requirement of cost audit, as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, were applicable to the Company for the financial year ended 31.03.2023. The Board of Directors had appointed M/s D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year

2022- 23. The Cost Audit Report for the Financial Year 2022.-23, as issued by them for the said FY does not contain any qualification, reservation, adverse remark or observation

50. COST AUDITOR

The maintenance of cost records and requirement of cost audit, as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 read with Rule 4 of Companies (Cost Records and Audit) Rules, 2014, is applicable to the Company for the financial year ended 2024. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 16.05.2023, appointed M/s D. Sabyasachi & Co. (Membership No. 000369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2023-24 at remuneration of Rs. 30,000/- plus taxes and out of pocket expenses, subject to approval of members of the Company. The ratification of said remuneration is placed for consideration of members at the ensuing Annual General Meeting. M/s D. Sabyasachi & Co. have also confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in Section 141 of the Companies Act, 2013.

51. SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of the Secretarial Auditor for the Financial Year 2022-23 in Form MR-3 is annexed herewith as "Annexure 3" to this Report. The Board had appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 202223. The report, as issued by Secretarial Auditor, is self-explanatory and does not call for any further comments and does not contain any qualification, reservation, adverse remark or observation.

52. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit shall be applicable to the Company for the FY 2023- 24. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 16.05.2023, appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2023-24, who had submitted his consent and eligibility in this regard.

53. ANNUAL SECRETARIAL COMPLIANCE REPORT

SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 introduced that listed companies shall additionally, on an annual basis, require a check by Practicing Company Secretary ("PCS") on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity. Further, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also prescribed the same. The Board had appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP- 2948), Practicing Company Secretary, to conduct Annual Secretarial Compliance Audit for the Financial Year 202223. The Annual Secretarial Compliance Report issued by him is annexed as "Annexure 4" to this Report and it shall be submitted to the Stock Exchange as per the requirement of the said circular and Regulation. The report, as issued by Annual Secretarial Compliance Auditor, is self-explanatory and does not call for any further comments and does not contain any qualification, reservation, adverse remark or observation.

54. ANNUAL SECRETARIAL COMPLIANCE AUDITOR

Pursuant to provisions of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall be required to submit to stock exchange the Annual Secretarial Compliance Report for the FY 2023-24. Accordingly, the Board of Directors had, on recommendation of the Audit Committee, at its meeting held on 16.05.2023, appointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conduct Annual Secretarial Compliance Audit for the Financial Year 2023-24, who had submitted his consent and eligibility in this regard.

55. INTERNAL AUDIT

The provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, became applicable to the Company, in view of its listing on Stock Exchange on 26.07.2022. Accordingly, the Board had appointed M/s DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No. 322657E) as Internal Auditors for the Financial Year 2022-23. The internal Auditors have submitted their report on a quarterly basis to the Audit Committee and Board and the same was reviewed by the Board and Committee. The suggestions, if any, by the Internal Auditor were suitably implemented/ directed to implemented (incase of last quarter), during the year under review.

56. INTERNAL AUDITOR:

The provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 pertaining to Internal Audit shall be applicable on Company for the financial year ended 31.03.2023. The Board of Directors of your Company had, on recommendation of the Audit Committee, at its meeting held on 16.05.2023, appointed M/s DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No. 322657E) as Internal Auditors for the Financial Year 2023-24, on recommendation of Audit Committee, who had submitted his consent and eligibility in this regard.

57. SECRETARIAL STANDARDS:

During the year under review, the Company had complied with the applicable clauses of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

58. PARTICULARS OF EMPLOYEES:

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of Rupees 1,02,00,000 or more per annum for the financial year 2022-23, or Rs. 8,50,000 or more per month for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided as required 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.

The ratio of remuneration of each Director to the median employees remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this report and is marked as "Annexure 5"

59. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return for the Financial Year 2022-23 is uploaded on the website of the Company at https://www.ddevgroup.in/investor-relations/7durhfy2023~general +meeting+announcement~annual+return

60. 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 and Redressal) Act, 2013 and Rules made thereunder, as amended from time to time, the Company has in place Internal Complaints Committee (ICC) which has been setup to redress complaints regarding Sexual Harassment. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of Complaints at the beginning of the Financial Year (i.e. 01.04.2022) - Nil
No. of Complaints received during the Financial Year (i.e. 2022-23) - Nil
No. of Complaints disposed off during the Financial Year (i.e. 2022-23) - Nil
No. of pending at the end of the Financial Year (i.e. 31.03.2023) - Nil

All employees (permanent, contractual, temporary and trainees) are covered under the captioned Act. Your directors are pleased to state that working atmosphere of your company is very healthy for male and female employees/ workers.

61. CORPORATE SOCIAL RESPONSIBILITY:

The Company strongly believes in collective and sustainable development, As part of society it strongly follows the values of collective growth. Further, the provisions of Corporate Social Responsibility ("CSR") as prescribed in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 became applicable to the Company for the FY 2022-23. Accordingly, the Company had constituted the CSR Committee and also adopted CSR Policy. During the FY 2022-23 the Company was required to expend Rs. 72.50 Lakhs towards identified CSR Activities as per the CSR Policy adopted by the Company, however the Company had spent Rs. 75.00 lakhs towards identified CSR activities as per the CSR Policy adopted by the Board. Therefore, the Company had spent excess amount of Rs. 2.50 lakhs. The requisite disclosures required to be made by the Company in respect to CSR is provided in this report and marked as "Annexure 6"

62. E-VOTING FACILITY AT ANNUAL GENERAL MEETING

In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Act and Rules made thereunder (as amended), the items of business specified in the Notice convening the 03rd Annual General Meeting of the Company shall be transacted through electronic voting system only and for this purpose the Company is providing e-Voting facility to its Members whose names will appear in the register of members as on the cut-off date (fixed for the purpose), for exercising their right to vote by electronic means through the e-Voting platform to be provided by National Securities Depository Ltd ("NSDL"). The detailed process and guidelines for e-voting have been provided in the notice convening the meeting.

63. GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholder at their e-mail address registered with the Depository Participants ("DPs") and Registrar and Share Transfer Agent ("RTA"). To support the Green Initiative, Shareholder who have not registered their email addresses are requested to register the same with the Companys RTA /Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the registered E-mail addresses of shareholders. Your Company has accordingly arranged to send the electronic copies of these documents to shareholders whose email addresses are registered with the Company/ Depository Participant(s), wherever applicable. In accordance with the MCA and SEBI circulars, issued in view of the COVID-19 pandemic, the Company can send only electronic copies of notice of AGM and Annual Report on registered email addresses of the shareholders available with the company/RTA or the depositories. Hence physical circulation of notice of AGM and Annual Report is dispensed with; electronic circulation through E-mail shall suffice. In accordance with the MCA Circulars and SEBI Circulars, in regards to norms to be followed in view of COVID-19, your company has also adopted the facility of E-Voting at the AGM in addition to the Remote E-Voting facility that is provided in accordance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, as amended, and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Your company has also taken various energy conservation measures to support the sustainable development and environment protection objectives of the Company. The company has installed rainwater harvesting facilities at its Units and solar panels at Surangi Unit of the Company to reduce carbon emissions. We have also taken the initiative to plant trees at our manufacturing units.

64. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your company has made requisite and relevant disclosures in the Managements Discussion and Analysis Report in accordance with provisions of Regulation 34(e) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, annexed herewith and marked as "Annexure 7". The Managements Discussion and Analysis forms an integral part of this report and gives details of the overview, industry structure and developments, different product groups of the Company, operational performance of its business segments etc.

65. REPORT ON CORPORATE GOEVERNANCE

The Company has taken the requisite steps to comply with the requisite recommendations concerning Corporate Governance. The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended 31st March 2023, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed to this Report and marked as "Annexure 8". The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the report.

66. HUMAN RESOUCE AND INDUSTRIAL RELATIONS

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staff and Workers, at all levels and at all units.

67. ACKNOWLEDGEMENT:

Your Directors takes this opportunity to thank the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchange and all the various stakeholders for their continued support, co-operation to the Company and look forward for their continued support in coming years.

Your directors also wish to place on record their appreciation to all of the Companys employees and workers at all level for their enormous efforts as well as their collective contribution to the Companys performance.

Date: 16.05.2023 For Ddev Plastiks Industries Limited
Place: Kolkata Narrindra Suranna
(DIN:00060127)
Chairman and Managing Director