dynamic cables ltd share price Directors report


To,

The Members of Dynamic Cables Limited

The Board of Directors of your Company are pleased to present the 16th Annual Report on the business, operations and state of affairs of the Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2023

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following eminent financial performance, for the year ended on March 31, 2023:

(Rs. in lakhs)
Particulars Year ended March 31, 2023 Year ended March 31, 2022
Revenue from Operation 66,863.02 56,356.91
Other income 311.75 272.43
Total Income 67174.77 56,629.34
Profit before Finance costs and Depreciation 6,589.14 6,256.46
Finance Cost 1,622.62 1,300.46
Depreciation 791.17 805.35
Profit before Tax 4,175.35 4,150.65
Income Tax Expenses 1,074.00 1,060.67
Profit after Tax 3,101.35 3,089.98
Earning Per Share
Basic (in INR) 14.09 14.04
Diluted (in INR) 14.09 14.04

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

2. STATE OF COMPANYS AFFAIRS AND PERFORMANCE

Your Company is engaged in the business of manufacturing and supply of cables and conductors across India and many overseas countries. There has been no change in the business of the Company during the financial year ended on March 31, 2023.

During Financial year 2022-23, your company witnessed growth of 18.64% by achieving Rs. 66,863.02 lakhs revenue from operations as compared to Rs. 56,356.91 lakhs in previous financial year and delivered Net Profit after Tax (PAT) of Rs. 3,101.35 lakhs as compared to Rs. 3,089.98 in last financial year.The Companys overall performance during the Financial Year 2022-23 was robust resulting in improvement in all operational and financial parameters.Further information on the Business overview and outlook and State of the affairs of the Company is discussed in detail in the Management Discussion & Analysis Report.

3. CHANGE IN CAPITAL STRUCTURE

The capital structure of the Company remains unchanged during the financial year 2022-23. The Authorised share capital of the Company is Rs. 230,000,000 (Rupees Twenty Three Crores only) and the Paid up Equity Share Capital is Rs. 220,140,000 ( Rupees Twenty Two Crores and One Lakh Forty Thousand only) as on March 31, 2023, divided into 22,014,000 (Two Crores and Twenty Lakh Fourteen Thousand only) equity shares of Rs. 10/- (Rupees Ten) each.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

5. TRANSFER TO RESERVES

Your Board has not proposed to transfer any amount to reserves of the company during the year under review.

6. DIVIDEND

Your Company adequately divides its profits between itself and its shareholders, thus always strives to maintain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

During the financial year, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 2021-22 of Rs. 0.50/-(5%) per equity share. Also, the Board of directors at its meeting held on May 23, 2023 has recommended a final dividend of Rs. 0.50/- (5%) per equity share for the Financial year 2022-23 and the same is subject to the approval of members at the 16th Annual General Meeting on Wednesday, August 09, 2023.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs.110.07 lakhs (net of TDS). The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from Thursday, August 03, 2023 to Wednesday, August 09, 2023 (both days inclusive).

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the date of transfer to unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.

During the financial year under review, there were no funds/shares which were required to be transferred to Investor Education and Protection Fund (IEPF) by the Company. The same is available on the Companys website i.e. www.dynamiccables.co.in

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and is attached herewith as Annexure-F.

9. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

10. MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

11. PARTICULARS OF LOANS, GUARANTEES AND

INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the Note No. 3 to the financial statements provided in this Annual Report.

12. CREDIT RATING

During the Financial year 2022-23, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency –CRISIL Ratings Limited has reaffirmed credit rating from Crisil BBB+ (stable) to Crisil BBB+ (positive)

Facilities Rating
Fund Based (Long Term) CRISIL BBB+
Fund Based (Short Term) CRISIL A2
Non Fund Based (Short Term) CRISIL A2

13. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC-2 as Annexure A .Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 41 of the Financial Statements for the Financial Year ended March 31, 2023 in accordance with the Accounting Standards.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Companys website at the web link https:// www.dynamiccables.co.in/Policy-on-Related-Party-Transactions.pdf

14. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. During the Financial Year 2022-23, the Board of Directors of the Company met 5 (Five) times on 30th May, 2022, 21st July, 2022, 10th August, 2022, 12th November, 2022 and 07th February, 2023.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India. For further details, please refer report on Corporate Governance Annexure- E forming part of this Annual Report.

15. COMMITTEES OF THE BOARD

The Board of Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committees:

(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Finance Committee

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2022-23 are provided in the Corporate Governance Report in Annexure- E.

16. Directors & Key Managerial Personnel a) Directors

During the year under review, the following changes occurred in the Board of Directors of the Company: In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sumer Singh Punia (DIN: 08393562) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mrs.Shweta Jain (DIN :01162983) was appointed as Additional (Independent) Director of the Company w.e.f June 03, 2022 in accordance with the provisions of Sections 149, 150 and 152 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on August 24, 2022 members approved the appointment as an Independent Director w.e.f. June 03, 2022. In the opinion of the Board, she is a person of integrity, fulfills requisite conditions as per applicable laws and is independent to the management of the Company.

On August 24, 2022, Members approved the reappointment of Mr. Ashok Kumar Bhargava (DIN : 02736069) as an Independent Director for second term of five years w.e.f November 03,2022. In the opinion of the Board, he is a person of integrity, fulfils requisite conditions as per applicable laws and is independent to the management of the Company.

On August 24, 2022,Members approved the reappointment of Mr. Saurav Gupta (DIN: 07106619) as an Independent Director for second term of five years w.e.f. June 10, 2023. In the opinion of the Board, he is a person of integrity, fulfils requisite conditions as per applicable laws and is independent to the management of the Company.

Members on August 24, 2022 has approved the reappointment of Mr. Ashish Mangal (DIN: 00432213) as Managing Director for a further period of three years with effect from July 21, 2022.

On December 22, 2022, Members approved the appointment of Mr. Bharat Moossaddee (DIN:02166403) as an Independent Director for five consecutive years with effect from January 01, 2023. In the opinion of the Board, he is a person of integrity, fulfils requisite conditions as per applicable laws and is independent to the management of the Company.

b) Key Managerial Personnel (KMPs)

The Board of Directors had on the recommendation of the Nomination and Remuneration Committee, at their meeting held on July 21, 2022, approved the appointment of Ms.Naina Gupta (ACS 56881) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from July 21, 2022 in place of Mr. Yagya Dev Sharma, Company Secretary & Compliance Officer of the Company, who resigned on June 15, 2022.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors under Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013. The Independent Directors have affirmed compliance to the code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors and on evaluation of the independence of directors and assessing veracity of disclosures, the Board opined that Independent Directors are independent of the Management of the Company.

Further, pursuant to the provisions of the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are registered with the Databank maintained under Indian Institute of Corporate Affairs (IICA). With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Companies Act, 2013, the Company has taken on record the declarations submitted by Independent Directors that either they are exempt from appearing in the test or they have passed the exam as required by the IICA.

18. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and that of the individual Director.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Pursuant to the provisions of section 178 of the Companies Act, 2013, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guide to Board Evaluation issued by the Institute of Company Secretaries of India, performance evaluation was carried out through a structured questionnaire prepared separately for the Board, Committees and individual Directors.

In a separate meeting of independent directors held on March 31, 2023, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee in their meeting held on May 23, 2023 reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory.

19. FAMILIARIZATION PROGRAMME FOR

INDEPENDENT DIRECTORS

In compliance with the requirements of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at https://www.dynamiccables.co.in/ f a m i l i a r i z a t i o n - p r o g r a m m e - f o r - i n d e p e n d e n t -directors.html

20. AUDITORS AND AUDITORS REPORT

(a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 M/s Madhukar Garg & Company, Chartered Accountants (FRN: 000866C) were appointed as the Statutory Auditors at 11th Annual General Meeting (AGM) of the Company and will hold office, up to the conclusion of the ensuing Annual General Meeting, completing their term of five years as Statutory Auditors as per the provisions of Section 139(1) of the Companies Act, 2013.

The Board of Directors upon the recommendation of the Audit Committee proposes to the shareholders the appointment of M/s A.Bafna & Co., Chartered Accountant (FRN: 003660C) as Statutory Auditors of the Company, for a term of 5 (five) years to hold office from the conclusion of 16th Annual General Meeting until the conclusion of 21st Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility for the said appointment.

Further Audit Report on the Financial Statements for the Financial Year 2022-23 does not contain any qualifications, reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. V. M. & Associates, Company Secretaries (FRN P1984RJ039200) was appointed as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2022-23.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2022-23 and Secretarial Audit Report in Form MR-3 is enclosed herewith Annexure- B. Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the FY 2022-23. Both the reports do not contain any qualification, reservation or adverse remark.

Further, the Board has approved the re-appointment of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2023-24. They have confirmed their eligibility for the said reappointment.

(c) Cost Auditor

The cost accounts and records as required to be maintained under Section 148(1) of Companies Act, 2013 are duly made and maintained by your Company. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has appointed M/ s Maharwal & Associates (FRN: 101556) as Cost Auditors for the financial year 2022-23.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended March 31, 2023 and the same will be filed with Ministry of Corporate Affairs (MCA) within the prescribed time limit provided under the Companies Act, 2013 and rules made thereunder. The Cost Audit Report does not contain any qualifications, reservations, or adverse remarks.

The Board has re-appointed M/s Maharwal & Associates (FRN: 101556) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2023-24. The payment of remuneration to Cost Auditor requires the approval/ ratification of the members of the Company and necessary resolution in this regard has been included in the notice of the ensuing Annual General Meeting of the Company.

(d) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s Ravi Sharma & Company, Chartered Accountants (FRN: 015143C) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2022-23. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

Further as the tenure of M/s Ravi Sharma & Company is completed, the Board of Directors upon the recommendation of the Audit Committee approved the appointment of M/s DLS & Associates, LLP, Chartered Accountants, (FRN: C400023) as Internal Auditors of the Company to carry out Internal Audit for the Financial Year 2023-24.They have confirmed their eligibility for the said re-appointment.

(e) Instances of Fraud, if any, reported by the Auditors

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

21. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed.

The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and the said code is available on the Companys website and can be accessed at https://www.dynamiccables.co.in/CODE-OF%20PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE-OF-UPSI.pdf

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The Company has established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct of the Company. It also provides for adequate safeguards against the victimization of employees who avail the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases.

During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the Company at https:// www.dynamiccables.co.in/whistle-blower-policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, kindly refer to the Corporate Governance Report, which is a part of this report. The Company has CSR Policy in place and the same can be accessed at https:// www.dynamiccables.co.in/CSR-Policy.pdf

24. RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. A detailed note on Risk Management is included in the Management Discussion and Analysis Report which forms part of this Annual Report as Annexure-F.

There are various elements of risk which, in the opinion of the Board, may threaten the existence of the Company some of which are as follows:

• Economic Environment and Market conditions
• Political Environment
• Competition
• Fluctuations in Foreign Exchange
• Contractual Compliance
• Operational Efficiency

Our risk management approach is composed primarily of three components:

• Risk Governance
• Risk Identification
• Risk Assessment and Control.

All the Senior Executives under the guidance of the Chairman and Board of Directors has the responsibility for over viewing managements processes and results in identifying, assessing and monitoring risk associated with Organizations business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk.

25. DISCLOSURE UNDER THE SEXUAL

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

The Company recognises its duty to provide safe and secure working environment at the workplace and thus, in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy for prevention of Sexual Harassment of Women at the workplace and has also set up an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Board takes pride in presenting the summary of sexual harassment complaints received and disposed of during the year 2022-23:

• Number of complaints pending at the beginning of the year : NIL

• Number of complaints received during the year : NIL

• Number of complaints disposed off during the year: Not Applicable

• Number of cases pending at the end of the year : Not Applicable

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2023 in Form MGT-7 is available on the Companys website at https://www.dynamiccables.co.in/Annual-Return-2022-23.pdf

27. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31, 2023. Please refer Note no. 15 of the financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 for borrowings from directors.

28. INTERNAL FINANCIAL CONTROLS AND ITS

ADEQUACY

Your Company has adopted policies and procedures adequate with the size of its business operations for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy section in Managements discussion and analysis, which forms part of this Annual Report as Annexure-F.

During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2022-23 has given unmodified opinion .

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year under review.

29. CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ sustainable technology for more efficient operations.

The particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act, 2013 read with rules made thereunder is annexed herewith and marked as Annexure– D to this report.

30. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178(3) of the Companies Act, 2013 ("Act"), the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non- Executive) and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act

During the year under review, the Nomination and Remuneration Policy was amended to include the revised definition of senior management consequent to its amendment under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as per the revised definition, all the functional heads of the Company would now also be classified as senior management and is duly available on the website of the Company at following link: https:// www.dynamiccables.co.in/nomination-&-remuneration-policy.pdf

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report as Annexure-E.

31. CORPORATE POLICIES

Your Board seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) mandate the formulation of certain policies for all listed companies. The corporate governance policies are available on the Companys website at https://www.dynamiccables. co.in/policies-codes.html

32. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name Ratio to median remuneration % increase in remuneration in financial year
Non- Executive Directors:
Rahul Mangal - -
Sumer Singh Punia - -
Nehal Sharma* - -
Shweta Jain* - -
Ashok Kumar Bhargava* - -
Saurav Gupta* - -
Bharat Moossaddee* - -
Executive Director:
Ashish Mangal 115.85 108.33
Chief Financial Officer:
Murari Lal Poddar 10.20 8.90
Company Secretary:
Yagya Dev Sharma* 2.99 -
Naina Gupta* 2.88 -

*No remuneration paid except, payment of eligible sitting fees to Independent Directors.

*Yagya Dev Sharma resigned from the post of Company Secretary and Compliance Officer on June 15, 2022 *Naina Gupta appointed for the post of Company Secretary and Compliance Officer on July 21, 2022 *In line with the internal guidelines, no commission was paid to Directors

(ii) The percentage increase in the median remuneration of employees in the financial year is 10.17%

(iii) The total number of permanent employees on the rolls of Company: 707

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- Average increase in the remuneration of all employees excluding KMP is 24.63%

- Average increase in the remuneration of KMP is 62.84%

(v) Increase in salary is based on the Companys performance, individual performance. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

(vi) The statement containing particulars of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below: ,

S. Name of No. Employee Designation Remune- ration (Rs. in Lakhs) Nature of employment (contractual or otherwise) Qualification Experi- ence (in yrs.) Date of commence- ment of employ- ment Age Last emp- loyment held by such emp- loyee before joining the Company Whether Relative of the Director, if yes name of the Director Percentage of equity shares held by the emp- loyee in the Company
1. Mr. Ashish Mangal Managing Director 210.64 Contractual B.Com 27 03.04.2007 48 Own Business Brother of Mr. Rahul Mangal 34.98
2. Mrs. Shalu Mangal Vice Presidet (Accounts) 70.83 Contractual MBA 15 22.07.2017 44 Own Business Wife of Mr. Ashish Mangal 0.10
3. Mr. Murari Lal Poddar CFO 21.87 Onroll Employee C A 24 14.06.2003 51 Wires & Fabrics - -
(S.A) Ltd.
4. Mr. Manavalan Srinivasan Vice President (Marketing) 21.47 Onroll Employee Graduate (Economics) 34 06.02.2018 62 Diamond Power Infrastructure Ltd. - -
5. Mr. Mahesh Inderjit Senior General Manager (Production) 21.39 Onroll Employee B.sc 29 20.08.2021 58 Ravin Cables - -
6. Mr. Ashok Kumar Sharma Vice President (Marketing) 17.20 Onroll Employee B.E, MBA 19 01.04.2016 57 Krishna Electricals Industries Ltd. - -
7. Mr. Harnath Singh Bhati General Manager (Maintenance) 16.58 Onroll Employee Dip in Mech. Engg 21 01-10-2019 55 Dynamic Metals - -
8. Mr. Suresh Kadam Vice President (Marketing) 14.00 Onroll Employee Bachelor of Engineering (Electrical) 25 01-01-2006 52 Krishna Electrical
9. Mr. Mistry Umeshbhai Natavarlal Assistant General Manager (Production) 13.66 Onroll Employee Master of Science 19 26.04.2021 42 Hind Aluminium Industries Ltd - -
10. Mr. Sunimon P Nair Deputy General Manager (Maintenance) 10.68 Onroll Employee Diploma in Electrical Engineering 24 16.10.2013 48 Paramount Communication Ltd - -

33. CORPORATE GOVERNANCE

Your board has put their sincere efforts in doing a good job by following good governance practices. Accordingly the Company has complied with the requirements of corporate governance as stipulated under the SEBI Regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" Listing Regulations") form part of the Boards Report in Annexure –E. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report.

34. LISTING OF SHARES

Your Companys equity shares are listed at BSE Limited and National Stock Exchange of India Limited (NSE) and the annual listing fees for the year 2022-23 has been duly paid.

35. COMPLIANCE OF SECRETARIAL STANDARDS

ISSUED BY THE ICSI

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has duly complied with all the applicable Secretarial Standards.

36. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31, 2023:

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

ii. that the directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

iii. that the directors had 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;

iv. that the directors had prepared annual accounts for the financial year ended March 31, 2023 on a going concern basis; v. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively;

vi. that 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.

37. OTHER DISCLOSURES

• All the directors and Senior Management Personnel (SMP) of the Company have complied with the provisions stipulated in the Code of Conduct for Board and SMP.

• The Company has not issued any shares with differential voting rights/ sweat equity shares.

• There was no revision of financial statements and Boards Report of the Company during the year under review.

• The Company does not have any stock option plan in force.

• There has been no change in the nature of business of the Company as on the date of this report.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

38. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Bankers, various departments of State / Central Government and local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Dynamic family. To all shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

Place: Jaipur For and on behalf of Board of Directors
Date: July 07, 2023 For Dynamic Cables Limited
Rahul Mangal
Chairman
(DIN: 01591411)
Registered Office:
F-260, Road No. 13, VKI Area, Jaipur 302013 (Rajasthan)