To
The Members,
DUTRON POLYMERS LIMITED
Your directors are delighted to present the report on your companys business and
operations for the year ended on 31st March, 2023.
OPERATING RESULTS AND BUSINESS
The performance of the Company during the year 2022-23 is summarized below:
|
2022-23 |
2021-22 |
|
(Rs in Lakh) |
(Rs in Lakh) |
| Profit before Depreciation & Taxation |
475.11 |
482.42 |
| Depreciation |
116.89 |
118.30 |
| Provision for Taxation |
100.16 |
74.08 |
| Exceptional Items |
|
|
| Net Profit after Tax |
258.06 |
290.03 |
| Proposed Dividend |
84.00 |
84.00 |
| Transfer to General Reserve |
50.00 |
50.00 |
FINANCIAL PERFORMANCE
The Company has registered approx. 6% growth in Financial Year 2022-23 in its turnover.
The Company has continued its cycle of growth. The Company saw continuous fluctuation in
price of the raw materials in the year. This has led to marginal 2% fall in the Net Profit
of the Company. Your directors expect better performance in the next year.
DIVIDEND
Your directors recommend a dividend @ 14% on 60, 00,000 equity shares of 10 each for
the year ended 31st March, 2023. It will be subject to the approval of members at the
Annual General Meeting of the Company. Members are requested to go through Point No 8 of
the Notice.
INSURANCE
All the assets of the Company, including inventories, building, plant & machinery,
are adequately insured.
DIRECTORATE
Under the provisions of the Companies Act, 2013, Shri Rajendra Desai (DIN: 08197675),
Director of the Company, retires at the ensuing Annual General Meeting of the Company and
are eligible for reappointment. The Board recommends their reappointment as directors of
the Company, subject to retire by rotation.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors and ‘General Meetings, respectively,
have been duly followed by the Company.
FORMAL EVALUATION STATEMENT
Formal evaluation statement u/s 134(3)(p) of the Companies Act, 2013 is attached
herewith to the report. The evaluation includes evaluation of board as a whole, individual
director and of every committee of the board. The evaluation framework for assessing the
performance of Chairman, Directors, Board and Committees comprises, inter-alia, of the
following parameters: a. Directors bring an independent judgment on the Boards
discussions utilizing his knowledge and experience, especially on issues related to
strategy, operational performance and risk management. b. Directors contribute new
ideas/insights on business issues raised by Management. c. Directors anticipate and
facilitate deliberations on new issues that Management and the Board should consider. d.
The Board / Committee meetings are conducted in a manner which facilitates open
discussions and robust debate on all critical items of the agenda. e. The Board receives
adequate and timely information to enable discussions/decision making during Board
meetings. f. The Board addresses the interests of all stakeholders of the Company. g. The
Committee is delivering on the defined objectives. h. The Committee has the right
composition to deliver its objectives.
AUDITORS
M/s Krutesh Patel & Associates (FRN: 100865W), Chartered Accountants, Ahmedabad has
been appointed to hold office till conclusion of 46th Annual General Meeting of the
Company subject to such remuneration as may be decided by the Board in the 41st Annual
General Meeting of the Company. The requirement to ratify their appointment at every AGM
has been removed by the Companies (Amendment) Acts, 2017.
AUDITORSf REPORT
The observations made in the Auditors Report are self-explanatory and therefore, need
not require any further comments by the Board of Directors.
SECRETARIAL AUDIT REPORT
In under Section 204 of the Companies Act, 2013, the Board has appointed M/s Surana and
Kothari Associates LLP, Practicing Company Secretary to conduct the Secretarial Audit for
the year 2022-23. The Board attaches herewith the secretarial audit report issued by
practising company secretary in Annexure - B to this report. There are no remarks or
comments in the said report which requires clarifications by the Board.
DIRECTORfS RESPONSIBILITY STATEMENT
Under the requirement under section 134(3)(c) of the Companies Act, 2013, concerning
Directors Responsibility Statement, it is at this moment confirmed that: a) in the
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; b) the directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent 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 by the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; e) the
directors had laid down 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.
COST RECORDS
The Company is required to maintain cost records as specified by the Central Government
u/s 148(1) of Companies Act, 2013 and such accounts are made and maintained by the
company.
PARTICULARS OF EMPLOYEES
During the year, there were no employees, within the organization, who received
remuneration exceeding 60,00,000 p.a. or if employed for part of the year drawing
remuneration over 5,00,000 p.m. as prescribed.
RISK MANAGEMENT POLICY
Your Company has an elaborate Group Risk Management Framework, which is designed to
enable risks to be identified, assessed and mitigated appropriately. The Risk Management
Committee of the Company has been entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Companys enterprise-wide risk management framework; and
(b) Overseeing that all the risks that the organisation faces such as Strategic and
Commercial, Safety and
Operations, Compliance and Control and Financial risks have been identified and
assessed, and there is an adequate risk management infrastructure in place, capable of
addressing those risks.
More details on Risk Management indicating development and implementation of Risk
Management policy including identification of elements of risk and their mitigation are
covered in Management Discussion and Analysis section, which forms part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/ transactions entered by the Company during the financial
year with related parties were in its ordinary course of business and on an arms length
basis.
During the year, the Company had not entered into any contract /arrangement/transaction
with related parties which could be considered material by the policy of the Company on
materiality of related party transactions.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board may be accessed on the Companys website by
clicking here or visit
http://dutronindia.com/wp-content/uploads/Policy-on-Related-Party-Transactions.pdf.
There were no materially significant related party transactions which could have
potential conflict with the interest of the Company at large. Members may refer to Note
No. 33 to the standalone financial statement which sets out related party disclosures
under Ind AS.
CORPORATE GOVERNANCE
The Company has generally implemented the procedure and adopted practices in conformity
with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement
with the Stock Exchanges. The Management Discussion & Analysis and Corporate
Governance Report are made a part of the Annual Report. A Certificate from the Auditors
regarding the compliance of the conditions of the Corporate Governance is given in
Annexure, which is attached hereto and forms part of Directors Report.
NUMBER OF BOARD MEETINGS
During the year, the company had conducted a total of 13 Board Meetings. Notice for
them was given properly, and a due quorum was present at the above meetings. The dates of
the meetings are 5th April, 2022; 8th April, 2022; 21st April, 2022; 23rd May, 2022; 1st
June, 2022; 30th June, 2022; 13th August, 2022; 16th August, 2022; 6th September, 2022;
1st November, 2022; 5th November, 2022; 11th November, 2022; and 14th Februar,y 2023.
NOMINATION AND REMUNERATION COMMITTEE
The Board has formed the nomination and remuneration committee as required under
section 178(1) of the Companies Act, 2013. The company has disclosed policies as required
under 178(3) of the Companies Act in its Corporate Governance
Statement, forming part of Directors Report. You can access the policy on Nomination
and remuneration by clicking here or visit
http://dutronindia.com/wp-content/uploads/Nomination-and-Remuneration-Policy.pdf.
AUDIT COMMITTEE
The Board has constituted Audit Committee as required under section 177(1) of the
Companies Act, 2013. The Composition of the same has been disclosed in Corporate
Governance Report forming part of Directors Report. During the year, the
Board has agreed to all recommendations of the audit committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is a responsible corporate citizen of our country and is concerned about
its social responsibility. It is not mandated u/s 135 of the Companies Act, 2013 to
contribute its profit towards CSR. However, the Company will contribute voluntarily when
it has substantial profit and finds a good cause to help.
INTERNAL FINANCIAL CONTROL
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitised and embedded in the business processes. An assurance on the
effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts as well as testing of
the internal financial control systems by the internal auditors during their audits. We
believe that these systems provide reasonable assurance that our internal financial
controls are designed effectively and are operating as intended.
VIGIL MECHANISM
The Company has established a robust Vigil Mechanism and a Whistle-blower policy by
provisions of the Act and Listing
Regulations. The Vigil Mechanism is supervised by an ‘Ethics & Compliance Task
Force comprising a member of the Board as the Chairperson and senior executives as
members. Protected disclosures can be made by a whistle-blower through an e-mail, or
dedicated telephone line or a letter to the Task Force or the Chairman of the Audit
Committee. The Vigil Mechanism and whistle-blower policy is put on the Companys website
and can be accessed by clicking here or
http://dutronindia.com/wp-content/uploads/Vigil-Mechamism-or-Whistle-Blower-Policy.pdf.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend, voting or otherwise.
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and except
Employees Stock Options Plan referred to in this Report.
The Company does not have any scheme of provision of money for the purchase of its
shares by employees or by trustees for the benefit of employees. Neither the Managing
Director nor the Whole-time Directors of the Company receive any remuneration or
commission from any of its subsidiaries. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact the going concern status and Companys
operations in future.
The Auditors have reported no fraud to the Audit Committee or the Board.
INTERNAL COMPLAINT COMMITTEE
The company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 [14 of 2013]. The company has received no complaint
during the financial year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to the above has been given to the Annexure - A to the
Directors Report.
ACKNOWLEDGEMENTS
Your Directors express sincere thanks to Companys customers for their trust. The
Directors appreciate faith of all the employees for their commitment and initiative for
the Companys growth. Finally, the Directors express their gratitude to the shareholders
constant support.
|
BY ORDER OF THE BOARD OF DIRECTORS |
| Place: Ahmedabad |
|
| Date: 5th June, 2023 |
|
|
S. B. PATEL |
|
Chairman |
|
DIN: 00226676 |
+91-9892691696
