dk enterprises share price Directors report

The Company is on the growing path and the dedication of the management and its team has proved this on year on year basis. The Company has witnessed a growth of turnover by 9.84% as compared to the previous year. The Last year turnover of the Company was Rs.6053.13 lakhs which has risen to Rs.6582.29 lakhs. The Company has been able to perform well in the times of tough competition and rising input costs. The efforts of the top management coupled with support from all the stakeholders of the Company

With the increase in the turnover of the Company the profits after tax have also seen a jump to Rs.381.69 lakhs as compared to Rs.312.75 lakhs in the previous year. The Management of the Company is committed to carry on the good work and take the Company to new heights and work for the increase in the value of its stake holders and give them better returns on the investment.

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return.

Your Directors, considering the good performance and strong cash flow, recommend a Final dividend @ 15% (Rs. 1.5/- per equity shares of Rs.10/- each) of the Company for the financial year 2022-23.

Dividend will be payable subject to the approval of members at the ensuring Annual general Meeting and deduction of tax at source to those shareholders whose names appear in the register of your company as on the record date.

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) is uploaded on the Company?s website at the following Web-link:https://www.dkenterprises.co.in/uploa ds/1/2/3/9/12390736/dividend_policy.pdf

The profits of the Company have been retained in the Profit and Loss Appropriation Account and no transfer to reserves has been made by the Company.

There were no such transactions during the year.

There was no change in the share capital of the Company during the year under review.

There is no change during the year under review.

But Mr. Ajit Singh (DIN: 10197997) was appointed as an Additional Non-Executive Independent Director of the Company in the board meeting held on 25^th August, 2023.

Satguru Engravures is a partnership firm in which the Company holds 80% share. The Consolidated Financial Statement of your Company form part of this Annual Report. Standalone financials of the Partnership Firm are not the part of the Annual Report of the Company but it will be made available upon the request of the members. Statement containing salient features of the financial statement of Satguru Engravures are disclosed in ANNEXURE I.

10. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

11. DEPOSITS

During the year under review your company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

12. DETAILS OF SIGNIFICANT AND MATERIAL

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE

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

13. INTERNAL FINANCIAL CONTROL AND THEIR

ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Based on the audit reports your Company undertakes corrective action in their respective areas and strengthens the controls. The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy, code of conduct for regulating, monitoring and reporting insider trading and such other procedures for ensuring the orderly and efficient conduct of its business, prevention and detection of frauds and errors, accuracy and completeness of the accounting and timely preparation of financial information.

14. MAINTENANCE OF COST AUDITOR

REPORT AND COST RECORDS

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2022-23. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

15. DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always provided a safe and harassment free workplace for every individual especially for women in its premises through various policies and practices. Your company has been actively involved in ensuring that the clients and all the employees are aware of the provisions of the POSH Act and rights thereunder There was no complaint received by the Company during the financial year 2022-23 under the aforesaid Act.

16. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTY

During the year under review, related party transactions (RPTs) entered into by the Company with related parties as defined under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were reviewed / approved by the Audit Committee and were entered into in the ordinary course of business and on an arm?s length basis. There were no materially significant transactions entered into with the related parties that may have potential conflict with the interests of the Company at large.

The related party transactions as approved by the Board are disclosed in ANNEXURE II.

17. PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS

There were no loans or investment made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

However, the Company stands a Corporate Guarantor to M/s Satguru Engravures in compliance with the provisions of section 186 of the Companies Act, 2013 read with rules made thereunder and the details of guarantees under section 186 of the Act are given in the Financial Statements forming part of the Annual Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in Annexure - III and is forming part of this report.

19. PERFORMANCE EVALUATION OF THE

BOARD

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after taking into consideration inputs received from the Directors, covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, performance of specific duties, independence, ethics and values, attendance and contribution at meetings etc.

The performance of the Independent Directors was evaluated individually by the Board after seeking inputs from all the directors on the effectiveness and contribution of the Independent Directors.

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

The Board reviewed the performance of the individual Directors on the basis of the contribution of the individual Director during Board and Committee meetings.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, and the performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, frequency and timeliness of flow of information between the Board and the management that is necessary for effective performance.

20. STATUTORY AUDITORS

As per the requirement of section 139(2) of the Companies Act, M/s Deepak Jindal & Co., Chartered Accountants, (Firm Registration No.023023N), Chandigarh were appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years till the Annual General Meeting held for the financial year ending on 31^st March, 2024. The Statutory Auditors have confirmed they are not disqualified from continuing as Auditors of the Company.

The Board has examined the Auditors? Report to the accounts and clarifications, wherever necessary, have been included in the notes to the accounts. Further, the Auditors Report does not contain any qualifications, adverse or disclaimer remarks. No fraud has been reported by the Auditors to the Audit Committee or the Board.

21. SECRETARIAL AUDITORS

The Company has appointed Mr. Vishal Arora, Practicing Company Secretary (FCS no. 4566 and CP no. 3645), as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2022-23 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Audit Report for the FY 2022-23 is annexed herewith and forms part of this report as Annexure IV.

22. INTERNAL AUDITOR

M/s Datta Singla & Co. Chartered Accountants, Chandigarh, were appointed as internal auditors by the Board for the financial year 2022-23 and who have issued their reports on half yearly basis.

23. EXPLANATION OR COMMENTS ON

QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act relating to Corporate Social

Responsibility are not applicable.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available on Company?s website at https://www.dkenterprises.co.in/annual-return.html

26. INFORMATION ON BOARD MEETINGS

AND GENERAL BODY MEETINGS

During the financial year under review, Meetings were held in compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Meetings.

Details of the meetings are given in the ANNEXURE-VI which forms part of this Annual Report.

27. COMMITTEES OF THE BOARD

The various Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees are constituted by the Board according to their respective roles and defined scope:

ii. Audit Committee, iii. Nomination and Remuneration Committee, iv. Stakeholders Relationship Committee,

Details of the composition, terms of reference and number of meetings held for respective committees are given in

ANNEXURE-VI.

The Company has adopted Code of Conduct for its Directors and senior management personnel and the same can be accessed using the following https://www.dkenterprises.co.in/uploads/1 /2/3/9/12390736/code_of_conduct_for_pr evention_of_insider_trading.pdf

All Directors and senior management personnel have affirmed compliance with the Code of Conduct and Ethics for Directors and Senior Management.

28. DIRECTORS RESPONSIBILITY STATEMENT

a. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

b. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

c. The directors have 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;

d. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e. The directors have prepared the annual accounts on a going concern basis;

f. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

g. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and effective.

h. Further, there are no more qualifications, reservations or adverse remarks made by the statutory auditor/secretarial auditor in their respective reports.

29. DECLARATION OF INDEPENDENT

DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section

149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

30. MANAGEMENT DISCUSSION AND

ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis as per Annexure V, which includes details on review of operations, performance and future outlook of the Company, is annexed hereto and forms part of this report.

31. RISK MANAGEMENT

Risk management is a continuous process which is being taken care by the top Management of the Company. Volatility in prices of the raw material and the exchange rate fluctuations are the major concerns. The company has to take various steps to mitigate such risks and a regular process is being followed by the Management to do so. The other major risks are being identified by the company in areas of operations, financial processes, human resources and statutory compliance.

32. COMPLIANCE WITH THE SECRETARIAL

STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been complied with by the Company.

33. CORPORATE GOVERNANCE

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the important dictum that an Organization?s corporate governance philosophy is directly linked to high performance. The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the company.

34. VIGIL MECHANISM/WHISTLE BLOWER

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations,2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism i.e whistle blower policy may be accessed on the Company?s website i.e. https://www.dkenterprises.co.in/uploads/1 /2/3/9/12390736/vigil_mechanism_and_w histle_blower_policy.pdf

The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and unethical behavior to the Chairman of the Audit Committee.

35. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is presented in a separate section forming part of this Annual Report as ANNEXURE VII.

36. ACKNOWLEDGEMENTS

Your directors place on record their gratitude to the Central Government, various State Governments and Company?s Bankers and advisors for the valuable advice, guidance, assistance, cooperation and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the company?s customers, suppliers and shareholders for their consistent support to the Company. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.