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D P Wires Ltd.

BSE: 535012 Sector: Metals & Mining
NSE: DPWIRES ISIN Code: INE864X01013
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D P Wires Ltd. (DPWIRES) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their 21stAnnual Report on thebusiness and operations of the company and the accounts for the financial year ended March31 2019.

1.Financial Results:

The details regarding financial performance of the company for financial year ended 31stMarch 2019 are as follows:

Standalone (Rs. In Lacs)
Current Financial Previous Financial
Particulars Year Year
(2019) (2018)
Revenue from Operations 33072.39 20719.56
Other Income 122.21 15.81
Net Income from Wind mill Unit 71.27 66.35
Total Income 33265.87 20801.72
Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense 2721.21 1742.95
Less: Depreciation/ Amortization/ Impairment 140.57 117.71
Add/(less): Exceptional items Nil 0.76
Profit /loss before Tax Expense 2580.64 1624.48
Less: Tax Expense (Current & Deferred) + Excess provision of previous year written back 690.63 510.62
Less: Finance Costs 151.94 131.25
Profit /loss before Exceptional items and Tax Expense 1738.07 982.61
Profit /loss for the year (1) 1738.07 982.61
Total Comprehensive Income/loss (2) Nil Nil
Total (1+2) 1738.07 982.61
Balance of profit /loss for earlier years 2133.71 1899.90
Less: Transfer to Debenture Redemption Reserve Nil Nil
Less: Transfer to Reserves 200.00 Nil
Less: Dividend paid on Equity Shares Nil Nil
Less: Dividend paid on Preference Shares Nil Nil
Less: Dividend Distribution Tax Nil Nil
Less: Bonus Shares issued Nil 748.80
Balance carried forward 3671.78 2133.71

2. Overview of the company analysis of financial results and Performance Review

Your company is engaged in manufacturing and supply of Steel wires plastic pipesandplastic films which find its application in industries like oil & gas powerenvironment civil energy automobile infrastructure etc. All ourmanufacturing divisionsare situated in a single premise at Industrial Estate Ratlam. We are also engaged inpower generation through 2 wind farms of 0.80 MW each in village Okha-Madhi andJodhpur inDistrict Jamnagar. We have entered into PPA with Gujarat UrjaVikas Nigam Limited for saleofelectricity generated through these wind farms for a period of 20 years. Both these windfarms were installed onturnkey basis by Eneron India Pvt. Ltd. in the year 2006-07.

We have developed a renowned name in the field of steel wire and plastic industryhaving ISO 9001-2008certification that highlights our capability and facilities requisitefor the development of the best in class PE FilmPlastic Films Pond Lining Film HDPEFilm Cap Covers Wires and others.

During the year under review the turnover of the company increased from 20719.56 Lakhsto Rs. 33065.87Lakhs. The turnover has increased by 59.59% on YOY basis. The earningbefore tax interest and depreciation (EBITDA) also increased from Rs. 1742.95 Lakhs toRs. 2721.21 Lakhs showing a tremendous growth of 56.13% on YOY basis. Profit after tax isalso increased from Rs. 982.61 Lakhs in previous year to Rs. 1738.07 Lakhs in the currentyear. The profit after tax also showed an increase of 76.88%.

During the current financial year the company has already achieved good turnover andexpects the same to be increased manifold.

Your Company has adequate production capacity to meet the increased demand of theCustomers.The Company has wide basket of products which caters to our customersacrosstheglobe with presence in countries like Nepal Oman Doha Muscat Uganda ShrilankaKenya Nigeria etc. R&D Department of the Company looks after the innovation and alsotake into consideration the standards laid down under the ISO certification 9001:2015. AtPresent there are only three suppliers whoare dealing in Stranded Wires and we are anapproved supplier of various Government authorities like National Highway Authority inIndia(NHAI) National Thermal Power Corporation Limited (NTPC) Delhi Metro RailCorporation Limited(DMRC)Public WorksDepartment(PWD) Central Public WorkDepartment(CPWD) Railways large public and private sector industries etc. Due toincreased overseas demand and technological advancement the Company has videopportunities to expand its business operations and product base across the Globe. Thedevelopment of a country’s infrastructure is vital to the growth of its sectors andthe overall economy. There is an opportunity for DP Wires Limited to become moreorganized through organic growth and acquisitions. This would improve overallconstruction quality .Strong population growth and a growing economy is fueling demand forinfrastructure. The government is looking to attract private companies to invest ininfrastructure through public-private partnership (PPPs). Growing recognition of"Made in India brand" in global market company sees many opportunities inrenewable power in India. Our Company is engaged in power generation for Gujarat UrjaVikasNigam Limited. We have set up wind energy based 2 wind farms of 0.80 MW each in villageOkha-Madhi and Jodhpur in District Jamnagar Gujarat. These wind farms areconnected by33kV gridcapacity Enercon Site sub-station at Bhogat.

3. Change in nature of business

There was no change in nature of business of the company during the year under review.

4. Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134 (3) (a)oftheCompaniesAct2013read with rule 12(1) of the Companies (Management andAdministration) Rules 2014 an extract of annual return in Form MGT 9 is attachedherewith as Annexure I and forms part of this report.The annual return is availableon the web site of the company i. e. www. dpwires.co.in

5. Reserves

The amount of surplus of Rs. 173806915/- (Rupees Seventeen Crores Thirty Eight LakhsSix Thousand Nine Hundred and Fifteen only) of Profit and Loss account has beentransferred to Reserve and Surplus account in the Balance Sheet. The company hastransferred an amount of Rs. 20000000/- to General Reserve account. Final amount ofreserve and surplus account as on 31.03.2019 is Rs. 684078362/- including generalreserve of Rs. 25000000/- and Securities Premium Account of Rs. 291900000/-.

6. Dividend

No dividend was declared for the current financial year due to conservation of profitsand continued investment in the business.

7. Listing Fee

The company confirms that the annual listing fee payable to NSE Limited has been dulypaid.

8. Directors and Key Managerial Personnel

In compliance with the provisions of Section 149 & 152 read with Schedule IV allthe other applicable provisions of Companies Act 2013 and Companies (Appointment andQualification of Directors) Rules 2014 and SEBI (LODR) regulations 2015 the compositionof board of directors of the company is as follows:

S. No. Name DIN/PAN Designation
1. Mr. KantiLalKataria 00088599 Non-Executive Director
2. Mr. PraveenKataria 00088633 Managing Director
3. Mr. Hemant Kataria 00088833 Whole Time Director& CFO
5. Mr. Anil Kumar Mehta 07657024 Independent Director
6. Ms. Madhubala Jain 07657026 Independent Director
7. Ms. Krutika Maheshwari AVJPM3289R Company Secretary and Compliance Officer

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. KantiLal Kataria(ManagingDirector) (DIN: 00088599) is liable to retire by rotation and being eligible seeksre-appointment at the ensuing Annual General Meeting. The Board of Directors recommendshis re-appointment. Mr. KantiLalKataria is not disqualified under Section 164(2) of theCompanies Act 2013.

Brief resume of the Director proposed to be reappointed nature of his experience inspecific functions and area and number of public companies in which he holdsmembership/chairmanship of Board and Committees Shareholdings and inter-se relationshipswith other directors as stipulated under Regulation 36(3) of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 are providedin the ‘Annexure to the Notice of AGM’ forming part of the Annual Report.

9. Meetings of the Board of directors:

The directors of the company met at regular intervals with the gap between two meetingsnot exceeding 120 days to take a view on company’s policies and strategies apart fromthe board matters. The notices of the meetings are given well in advance to all thedirectors of the company. Additional meetings were held depending upon the requirements ofthe company. During the year under review the board met 10 times and dates of boardmeetings are as follows:

S. No. Date of board meeting
1. 14th May 2018
2. 29th May 2018
3. 14thAugust 2018
4. 12th September 2018
5. 13thNovember 2018
6. 16th November 2018
7. 15th December 2018
8. 30thJanuary 2019
9. 26th February 2019
10. 25th March 2019

Attendance of directors:

S. No. Name of director Number of board meetings
Held Attended
1. KantiLal Kataria 10 10
2. Praveen Kataria 10 10
1 Hemant Kataria 10 10
4. Anil Kumar Mehta 10 10
5. Madhubala Jain 10 8

10. Directors’ Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your directors state that

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; and (e)The directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively. (f) The directors had laid down internal financial controls to befollowed by the company

11. Board’s Evaluation

In compliances with the provisions of Section 134(3)(p) of the Act read with Rule 8(4)of the Companies (Accounts) Rules 2014 the board carried out annual evaluation of itsown performance that of its Committees and individual directors.

The performance of board and its committees was evaluated by the board after seekinginput from all the directors on the basis of the criteria such as composition andstructure of the Board quality of deliberations effectiveness of the procedures adoptedby the Board participation at the Board and committee meetings governance reviews etc.Performance of individual directors was evaluated on the basis of criteria liketransparency analytical abilities qualifications leadership qualities experienceparticipation in the long-term strategic planning and responsibilities shouldered.

12. Particulars of loans guarantees or investments under section 186

The details of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 and rules made thereunder are shown under Note No.11&15 in the Notes to the Financial Statements.

13. Related Party Transaction:

All related party transactions entered into by the company during the year were on anarm’s length basis and in the ordinary course of business. During the year notransaction was entered into by the company with key managerial personnel. The company didnot enter into any related party transactions which were in conflict with its interest.Statement of transaction with related parties in summary form are periodically placedbefore the audit committee and are approved by committee in compliance withSection134(3)(h) of the Act and rule 8 (2) of Companies (Accounts ) Rules 2014particulars of Related Party transactions are given inForm of AOC-2 as Annexure IItothis report.

14. Commission from holding or subsidiary company:

As the company is not having any holding or subsidiary company details as requiredregarding receipt of commission by Managing or whole time director of the company fromholding or subsidiary of the company in accordance with the provisions of Section 197 (14)are not applicable.

15. Particulars Of Employee and Related Disclosures

The ratio of remuneration of each Director to the median of employees’remuneration as per

Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of theBoard’s Report under "Annexure III" as Median Remuneration.

The company was not having any employee who was in receipt of remuneration asspecified under Rule 5 (2) Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 hence the details as required under that rule are not applicableon the company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 thelist of the top 10 employees in terms of remuneration forms part of the Board’sReport under "Annexure-IV’’

16. Audit Committee

The company had constituted an Audit Committee pursuant to the provisions of Section177 of the Companies Act 2013. Terms of reference of Audit Committee covers the mattersspecified for Audit Committee in Section 177 of the Companies Act 2013 read with Rule No.6 of the Companies (Meetings of Board and its Power) Rules 2014. The Role of the AuditCommittee is as prescribed under Section 177 of the Companies Act 2013.

The chairman of the Audit Committee is Mr. Anil Kumar Mehta. During the year 2018-194Audit Committee meetingswere held on 14th May 2018 29th May2018 13th November 2018& 25th March 2019.

The composition of the Audit Committee and number of meetings attended by the membersare given below:

Name of director Position held No. of meetings attended
Mr. Anil Kumar Mehta Chairman 4
Ms. Madhubala Jain Member 2
Mr. Praveen Kataria Member 4

17. Nomination and Remuneration Committee

The function performed by the Nomination and Remuneration are as prescribed underCompanies Act 2013 and rules made there under.

18. Stakeholders’ Relationship Committee

The function performed by the Nomination and Remuneration are as prescribed underCompanies Act 2013 and rules made there under.

19. Vigil Mechanism/whistleblower Policy

In Compliance with the provision of section 177(9) of the Act read with Rule 7 ofCompanies (Meeting of Board and its Power) Rules 2014 the company formulated a VigilMechanism for directors and employees to report concerns.

20. Corporate Governance

Provisions of Regulation 17 to 27 related with Corporate Governance read with ScheduleV (c) of SEBI (LODR) 2015 are not applicable on the company.

21. Corporate Social Responsibility (CSR)

The company has constituted a CSR committee with following persons as its members:

Name of director Position held No. of meetings attended
Mr. Anil Kumar Mehta Chairperson 1
Mr. Praveen Kataria Member 1
Mr. Hemant Kataria Member 1

The CSR committee in under process to frame a policy for CSR in consultation with boardof directors and it keeps recommending the company from time to time.

The company was having an opening balance of Rs. 1214428/- in its CSR ProvisionAccount. The company spent an amount of Rs. 1483967/- towards various CSR activities. TheCSR spending of the company include Women empowerment and girl education donation to CAREIndia Welfare Trust CARE Promise Welfare Society and Army Welfare Fund Battle Casualties.Further the company also spent for education and food for poor and needy people bydonating to various societies and trusts.

During current financial year 2018 2019 provision of Rs. 1632125/- (Rs. SixteenLakhs Thirty Two Thousand One Hundred and Twenty Fiveonly) was made for Corporate SocialResponsibility.

22. Material changes and commitments affecting the financial position of the company

Following material changes have taken place after closure of financial year and beforedate of signing of board’s report:

1. CA SachinMoonat has been appointed as Internal Auditor of the Company at the boardmeeting held on 18.05.2019.

2. CS ShwetaGarg has been appointed as Secretarial Auditor of the company at the boardmeeting held on 18.05.2019.

23. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of the Companies (Accounts)Rules 2014 are given in Annexure Vwhich is part of this Report.

24. Details of Subsidiary/Joint Ventures/Associate Companies

As the company is not having any subsidiary/joint venture/Associate Companies thedetails in terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of the Companies(Accounts) Rules 2014 are nil.

25. Deposits

As the company has not accepted any deposits covered under Chapter V of the Act thedetails in terms of Section 134 (3) (q) of the Companies Act 2013 read with Rule 8 (5)(v) and (vi) of the Companies (Account) Rules 2014 are nil.

26. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future

No significant or material orders are passed during the financial year by theregulators or courts or tribunals which might impact the going concern status andcompany’s operation in future.

27. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

Your Company has put in place adequate internal financial controls with reference tothe financial statements some of which are outlined below:

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable.

A system of strict internal control including suitable monitoring procedures hasalways believed that transparency systems and controls are important factors in thesuccess and growth of any organization.

The Company has an adequate system of internal control supported by an extensiveprogramme of internal control; and systems are established to ensure that financial andother records are reliable for preparing financial statements.

Internal Audit Reports and significant Audit observations are brought to the attentionof the Audit Committee of the company. The internal controls existing in the Company areconsidered to be adequate vis-a-vis the business requirements.

Your Company ensures adequacy with its current size and business to ensure operationalefficiency protection and conservation of resources accuracy and promptness in financialreporting and compliance of laws and regulations. It is supported by the internal auditprocess and will be enlarged to be adequate with the growth in the business activity.

28. Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act 2013 read withRule 13 of Companies (Accounts) Rules 2014 the company has appointed CA Sachin MoonatChartered Accountant Ratlam as internal auditor of the company. The purpose of internalaudit is to examine that the company is carrying out its operations effectively andperforming the processes procedures and functions as per the prescribed norms. Theinternal auditors review the adequacy and efficiency of the key internal controls guidedby the Audit Committee.

29. Explanation or comments on Auditor’s Report:

Auditor’s report being self-explanatory no comments are required to be given interms of Section 134 (3) (f) (i).

30. Secretarial Audit

Pursuant the provision of the Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial personal) Rules 2014 theboard appointed CS Shweta Garg Practicing Company Secretary Indore to conductSecretarial Audit of the Company for the financial year 2018 2019. The Secretarial Auditreport in Form MR 3 is attached as Annexure VI and forms part of this report. TheSecretarial Audit Report is self-explanatory and no comments are required to be given onthe same.

31. Cost Audit

The Board had appointed M/s M P Turakhia& Associates Cost Accountants (FirmRegistration No. :19811) as Cost Auditor for conducting audit of cost records of theCompany for the Financial Year 2018-19.

The observations of the Cost auditors when read together with the relevant notes tothe accounts and accounting policies are self-explanatory and does not call for anyfurther comment.

32. Management Discussion and Analysis

Management Discussion and Analysis Report for the year 2018-19 as stipulated underRegulation 34(2)(e) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached as Annexure VII forming partof this Annual Report and gives detail of overall industry structure developmentsperformance and state of affairs of the Company's operations during the year.

33. Risk Management Policy

The risk management framework of the company defines roles and responsibilities forarriving at risk rating criteria for assessing risk impact likelihood of risks andeffectiveness of mitigations plans. The process includes identifications of risks involvedin various areas zeroing on ‘risk that matter’ assessing mitigation plan andpreparedness to face ‘risk that matter’

34. Disclosure in respect of loan to employees for purchase of own shares

The company has not given any loan to any of the employees for purchasing its shareshence the information pursuant of Section 67 of the Act read with Rule 16 of Companies(Share Capital & Debentures) Regulations 2014 are nil.

35. Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition&Redressal) Act 2013

As per the requirement of Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act’) and rules made there under yourCompany has adopted a Sexual Harassment Policy for women to ensure healthy workingenvironment without fear of prejudice gender bias and sexual harassment.

The Board states that there were no cases or complaints filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

36. Issue of Equity shares with differential voting rights Sweat Equity ESOP etc.

The company has not issued any equity shares with differential voting rights SweatEquity Shares or Shares to its employees under "Employee Stock Option Scheme"during the financial year.

37. Changes in Share Capital

During the Financial Year 2018 - 19 there was no change in the share capital of thecompany.

38. Auditors

The Auditors M/s Anil Kamal Garg& Company Chartered Accountants Indore wereappointed as statutory auditors for a period of 5 years from the conclusion of 16thAnnualGeneral Meeting till the conclusion of 21stAnnual General Meeting. As the termfor auditors is coming to an end at the conclusion of ensuing Annual General Meeting theboard recommends to reappoint the auditors for another term of 5 years from the conclusionof 21st Annual General Meeting till the conclusion of 26th AnnualGeneral Meeting. The auditors have given a declaration to the company to the effect thatthe firm is not disqualified to be appointed as auditor in terms of the provisions ofSection 141 of the Companies Act 2013 read with Rule 4 and Rule 10 of the Companies(Audit & Auditors) Rules 2013.

39. Acknowledgements

Your Directors convey a sense of high appreciations to all the employees of the companyfor their hard work dedication continued commitment and significant contributions. YourDirectors are grateful toacknowledge the support and cooperation’s received fromvarious departments of the Central and State Governments Members Business AssociatesAnalysts Banks Financial Institutions Customers Distributors and Suppliers.

For & on behalf of the Board of Directors
Sd/- Sd/-
Place : Ratlam Hemant Kataria Praveen Kataria
Date :30.08.2019 WTD (DIN:00088833) MD (DIN: 00088633)
63 Ghas Bazar Ratlam 63 Ghas Bazar Ratlam
457001 MP IN 457001 MP IN

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