To
The Members
Diksat Transworld Limited
Your Directors have pleasure in presenting the 24th Board Report of the
Company together with the Audited Statement of Accounts and the Auditors Report of your
company for the financial year ended March 31,2023.
FINANCIAL HIGHLIGHTS
| Particulars |
Standalone Financial results 2022-23 |
Standalone Financial results 2021-22 |
Consolidated Financial results 2022-23 |
Consolidated Financial results 2021-22 |
| Gross Income |
4174.68 |
3316.28 |
4174.68 |
3316.29 |
| Profit before Interest and Depreciation |
310.93 |
211.10 |
310.49 |
208.07 |
| Finance cost |
0.78 |
2.55 |
0.78 |
2.55 |
| Depreciation |
125.36 |
135.42 |
126.39 |
136.76 |
| Net Profit/(loss) before Tax |
184.79 |
73.13 |
183.32 |
68.76 |
| Tax expenses |
(7.75) |
(8.84) |
(7.75) |
8.84 |
| Net Profit / (loss) after tax |
192.54 |
81.97 |
191.07 |
77.60 |
| Minority interest |
|
|
0.52 |
1.55 |
| Holding company |
|
|
191.59 |
79.15 |
| Balance of profit /(loss) brought forward |
192.54 |
81.97 |
191.59 |
79.15 |
| Dividend |
Nil |
Nil |
Nil |
Nil |
| Dividend Tax |
Nil |
Nil |
Nil |
Nil |
| Surplus carried to balance sheet |
192.54 |
81.97 |
191.59 |
79.15 |
Companys Financial Performance
The turnover for the year under review increased from Rs. 3316.28 lakhs to Rs. 4174.68
lakhs which is an increase of 25.88% on year to year basis. The increase in revenue
accounted due to business volume increase during the financial year. The company made a
profit of Rs. 192.54 lakhs for this financial year comparing to a net profit after taxes
of Rs. 81.97Lacs. The profits are due to effective management of business and controlled
costs. The consolidated financial results is attached as per the provisions of the
Companies Act 2013.Your Directors are optimistic of achieving better results in the coming
year on improvement of business .
Change In Nature Of Business
Your Company continues to operate in same business segment of Media and entertainment.
During the financial year 2022-23, the Company has made profits. The directors decided to
not to give dividend for conserving resources for operations.
Dividend
During the financial year 2022-23, the Company has made profits and it was decided that
the profits be maintained to improve the operations for the future period.
Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
There is no Unclaimed Dividend Amount in the Balance Sheet of the Company as on March
31,2023. Considering the above point there is no question of transferring the amount to
the Investor Education And Protection Fund as per the provisions of Section 125(2) of the
Companies Act, 2013, does not arise.
Transfer To Reserves
Your Company has not transferred any amount to reserves.
Information About Subsidiary / JV / Associate Company
As on March 31,2023, the company is having a subsidiary M/s Adfarm Private Limited and
a statement is attached with this report.
Board of Directors and Key Managerial Personnel:
As per Section 152(6) of the Companies Act, 2013, the following directors retires by
rotation and being eligible offers himself for re-appointment as the Director of the
Company.
a) Mr.Devasenathipathy
b) Dr.T.Dhevanathan Yadav
The Board of Directors placed on record and wants to have their continued contribution
for the growth of the company.
Constitution of Board:
The Board of the Company comprises six Directors out of which two are Independent
Directors and one women non independent whole time director, two whole time directors and
one non independent non executive director. The composition of Board complies with the
requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company is exempted from requirement of having composition of
Board as per Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman of
more than five committees across all the Public companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
Meeting of the Board of Directors
During the Financial Year 2022-23, the Company held9 meetings of the Board of Directors
as per Section 173 of Companies Act, 2013 which is summarized below. The provisions
ofCompanies Act, 2013 were adhered to while considering the time gap between two meetings.
| Sl.No |
Meetings of the Board of Directors |
Board Strength |
No. of Directors Present |
| 1 |
15th April 2022 |
6 |
6 |
| 2 |
19th May 2022 |
6 |
6 |
| 3 |
5th July 2022 |
6 |
6 |
| 4 |
20th September2022 |
6 |
6 |
| 5 |
5th November 2022 |
6 |
6 |
| 6 |
22nd December 2022 |
6 |
6 |
| 7 |
16th February 2023 |
6 |
6 |
| 8 |
23rd March 2023 |
6 |
6 |
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has two Non-Promoter Independent Directors in line with the Companies Act, 2013. A
separate meeting of Independent Directors was held on 16th February 2023 to
review the performance of Non-Independent Directors and Board as whole and performance of
Chairman of the Company including assessment of quality, quantity and timeliness of flow
of information between Company management and Board. The terms and conditions of
appointment of Independent Directors and Code for Independent Director are incorporated on
the website of the Company at www.diksattransworldlimited.com.The Company has
received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013 that they meet the criteria of independence laid down in Section 149
(6) of the Companies Act, 2013. The criteria on which Independent Directors were evaluated
was, inter alia, attendance and participation in Board Meetings / Committee Meetings /
General Meetings, opinion, judgment, estimate provided on key agenda items, exercise of
objective independent judgment on strategy, performance, risk management etc. in the best
interest of Company, confirmation of adequacy of internal control on financial reporting,
maintenance of confidentiality of information of the Company obtained in capacity of
Independent Director, initiative to maintain integrity, ethics and professional conduct,
initiative to check conflict of interest and maintenance of independence, adherence to the
applicable code of conduct for independent directors, managing relationships with fellow
Board members and senior management. The criteria on which Non-Independent Director of the
Company were evaluated were interalia, attendance and participation in Board Meetings /
Committee Meetings / General Meetings, knowledge of sector where company operates, various
directions provided in key decision making of the Company, understanding key risk for the
Company and avoidance of risk while executing functional duties, successful negotiations /
deals, smooth functioning of business / internal operation, initiative to maintain
corporate culture and moral values, commitment, dedication of time, leadership quality,
attitude, initiatives and responsibility undertaken, decision making, achievements.
Evaluation of Directors of the Company:
The formal evaluation of Board as whole and Non-Independent Director of the Company and
of the Independent Directors of the Company was done at the respective meetings of
Independent Director and Board of Directors each held on 16th February 2023
conflict of interest and maintenance of independence, adherence to the applicable code of
conduct for independent directors, managing relationships with fellow Board members and
senior management. The criteria on which Non-Independent Director of the Company were
evaluated were inter alia, attendance and participation in Board Meetings / Committee
Meetings / General Meetings, knowledge of sector where company operates, various
directions provided in key decision making of the Company, understanding key risk for the
Company and avoidance of risk while executing functional duties, successful negotiations /
deals, smooth functioning of business / internal operation, initiative to maintain
corporate culture and moral values, commitment, dedication of time, leadership quality,
attitude, initiatives and responsibility undertaken, decision making, achievements.
Information on Directorate:
During the financial year 2022-23, there was no change in the constitution of the
Board. Further, in accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mr.Devasenathipathy and Dr. T.Dhevanathan Yadav
retires by rotation at the ensuing annual general meeting. They are being eligible, has
offered himself for reappointment as such. The Board of Directors recommends his
appointment on the Board. The relevant details, as required under Regulation 36 (3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), of the person seeking re -appointment/ appointment as Director
are also annexed to the Notice convening the annual general meeting. None of the Directors
on the Board hold directorships in more than ten public companies. Further none of them is
a member of more than ten committees or chairman of more than five committees across all
the public companies in which he is a Director. Necessary disclosures regarding Committee
positions in other public companies as on March 31, 2023 have been made by the Directors.
Key Managerial Personnel:
In accordance with Section 203 of the Companies Act, 2013, the Company is having the
following Key Managerial Personnel :
1. Dr. T.Dhevanathan Yadav as Chairman and Managing Director
2. Mrs.Meenakshi Yadav whole time director
3. Mr. Gunaseelan ,Whole Time Director
4. Mr.Muthukumar.B, Company Secretary and Compliance officer
5. Mr.K.Rajasekaran, Chief Financial Officer
Disclosure Of Remuneration:
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 are given as
an Annexure I.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Financial Statements of the Company, prepared in accordance with the relevant
Accounting Standards of the Institute of Chartered Accountants of India, duly audited by
the Statutory Auditors, form a part of the Annual Report and are reflected in the
Consolidated Accounts. Pursuant to the provisions of Section 129(3) of the Act, a
statement containing salient features of the financial statements of the Companys
associate in Form AOC-1 is annexed herewith as Annexure - II (A) for your kind perusal and
information.
Transactions with Related Parties:
The Company has not entered into transaction with the company in which our Directors
are Interested, which are falling within the purview of Section 188 of the Act, for which
requisite approval of Board is taken. However, transaction entered with Companies wherein
Directors are interested is at arms length basis and in ordinary course of business
hence, no approval from the Board or Shareholders is required. Information on transactions
with related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of
the Companies (Accounts) Rules, 2014 are given in Annexure II (B) in Form AOC-2 and the
same forms part of this report.
Material Changes And Commitments
There have been no material changes and commitments, which is, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the report.
Extract Of Annual Return
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9
is annexed herewith as Annexure - III for your kind perusal and information.
Directors Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
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 or loss of the Company for that year;
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 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) 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.
Auditors And Report Thereon:
M/s DPV & Associates (FRN:0116885 ), Chartered Accountants, Chennai were appointed
by the shareholders in their meeting held on 1st September 2022 for a period of
five years
The Auditors Report on the accounts of the Company for the accounting year ended March
31, 2023 is self-explanatory and do not call for further explanations or comments that may
be treated as adequate compliance of Section 134 of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT
The company is listed under the SME category which is exempted under the provisions of
SEBI (LODR) 2015.
Corporate Governance
The Company being listed on the Small and Medium Enterprise platform is exempted from
provisions of para C, D and E of schedule V as per Regulation 15 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Hence no corporate governance report is not required. However, our company has
adhered to corporate governance by having optimum combination of independent directors and
executive directors on Board of our Company.
Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013
Not applicable
Clarification for auditors qualifications in the Auditors report
In Annexure B- vii of the auditors report the statutory auditor had made a comment that
there is a contingent liability
A TDS Amount mentioned in the Traces as outstanding for an amount of Rs. . The company
is taking steps to reconcile the same and reverse the outstanding TDS as Nil.
Rectification process is taken up by the company.
B)Regarding the disputed liability of service tax for an amount of Rs.801.04 lakhs is
relating to the financial years 2008-09 to 2012-13:
The Board reviewed the comment and giving the following clarification :
The company received show cause notices from the Service tax department for the
following:
1. The company is making payment of taxes and filing returns for the media and
broadcasting services .
2. The company is also in the field of paper publishing which is an exempted service
from the service tax purview.
3. The department called for documents and the details were furnished to the
department. The service tax department taken a view that details and auditors certificate
is not adequate to conclude that publishing newspaper is not an exempted service. The
matter was also taken up by the Principal commissioner of CGST and Central Excise. The
Principal Commissioner passed an order after taking into account of the companys view and
documents and the Departmental official and concluded the decision as follows as per the
order dated 30th March 2022:
a) The companys documents , details and the chartered accountant certificate is not
adequate to conclude that the company is engaged in the exempted service of publishing of
newspapers.
b) The order gave references of the case laws and the department maintained that the
documents is not adequate for the exempted service.
4. The company is confidant of proving that it is an exempted service and the company
is in discussion with the advocates for filing an appeal with the Central Excise and
service Tax Tribunal. The amount involved in the dispute is given below:
a) Service Tax liability of Rs. 4,16,70,350/- (Rupees four crores sixteen lakhs and
seventy thousand and three hundred and fifty only).
b) The company can adjust the service tax amount of Rs.32,46,349/- (Rupees thirty two
lakhs and forty six thousand and three and forty nine only) which was deposited under the
VCES sscheme
c) Demand of interest on the service tax payable by the company upto the date of
payment
d) Penalty of Rs.4,16,70,350/-(Rupees four crores sixteen lakhs and seventy thousand
and three hundred and fifty only).
e) A penalty of Rs.10,000/- under section 77 of the Finance Act 1994
The company filed an appeal in June 2022 contesting that the above taxes are not
payable and the appeal is pending The appeal has been numbered as 403552022 filed on 29th
June 2022. The case is pending for decision of Customs, Excise and Service Tax Appellate
Tribunal, Chennai
Disclosure under the Sexual Harassment of women at workplace (prevention, prohibition,
and redressal) Act 2013:
An Internal complaints committee (ICC) is set up to redress complaints received
regarding the sexual harassment and discrimination at work place. During the year ended
March 31,2023 the ICC has received no complaints pertaining to sexual harassment
/discrimination at work place.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements)
Regulations, 2015 is annexed as Annexure V of Boards Report.
A. Conservation of Energy:*
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
i) Steps taken / impact on conservation of energy: N.A.
ii) Steps taken by the company for utilizing alternate sources of energy including
waste generated: Nil
iii) Capital investment on energy conservation equipment: NIL
* Your Company is in Business of Media and entertainment.
B. Technology Absorption:*
i) The efforts made towards technology absorption; N.A.
ii) The benefits derived like product improvement, cost reduction, product development
or import substitution; N.A.
iii) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)- N.A.
* Your Company is in Business of Media and entertainment and the technology absorption
is regularly being adopted.
C. Foreign exchange earnings and Outgo (Amount in Rs.)
There is no Foreign Exchange earned in terms of actual inflows.
The foreign exchange outflow during the year is given below:
| Particulars |
2022-23 |
2021-22 |
| CIF value of Imports |
Nil |
Nil |
| Directors travel |
4,58,000 |
Nil |
| Earnings |
19,000 |
1,75,441 |
Public Deposits:
The Company has not accepted any deposits from Shareholders and Public falling within
the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were
no deposits, which were claimed and remained unpaid by the Company as on March 31, 2023
Corporate Social Responsibility
The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding
constitution of Corporate Social Responsibility (CSR) Committee and spending of at least
2% of average net profit are not applicable to the Company.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
Nomination And Remuneration Policy
In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, a policy on Directors, Key Managerial Personnel and Senior Management Employees
appointment and remuneration including criteria for determining their qualifications,
positive attributes, independence and other prescribed matters was formulated and
recommended by the Nomination and Remuneration Committee and adopted by the Board of
Directors and it is followed by the company.
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 to the extent the transactions took place on those items during the year.
General Disclosures
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 to the extent the transactions took place on those items during the year.
Acknowledgement
Your Directors wish to place on record their sincere appreciation for significant
contributions made by the employees at all levels through their dedication, hard work and
commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation
and support extended by the banks, government, business associates and the shareholders
for their continued confidence reposed in the Company and look forward to having the same
support in all future endeavors.
For and on behalf of Board of Directors
DIKSAT TRANSWORLD LIMITED
Dr. T.Dhevanathan Yadav
Chairman and Managing Director
(DIN: 01431689 )
Date: 29th May 2023
Place: CHENNAI
+91-9892691696
