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Dangee Dums Ltd.

BSE: 535104 Sector: Agri and agri inputs
NSE: DANGEE ISIN Code: INE688Y01014
BSE 05:30 | 01 Jan Dangee Dums Ltd
NSE 00:00 | 23 Jun 179.00 0.20
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Dangee Dums Ltd. (DANGEE) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting their 10th AnnualReport on business and operations along with the Audited financial statements and theAuditor's report of the Company for the financial year ended 31st March2020.

1. Financial Results

The outbreak of COVID-19 has brought world to a halt where each andevery industry has got an impact of it. This crisis has brought to an unexpected situationthrough which everyone is going on.

During the year your company has incurred a fall in the turnover. YourCompany has turnover of Rs.3652.98 Lakhs for FY 2019-20 against a turnover of Rs.3930.17Lakhs for FY 2018-19. Further the Company incurred Net loss of Rs (126.94) Lakhs for theFY 2019-20 as compared to Ne1 profit Rs.214.83 Lakhs for the FY 2018-19. We are confidentthat the company will continue to grow in future.

A detailed performance analysis is provided in the ManagementDiscussion and Analysis segment which is annexed to this report.

Rs. in Lakhs except EPS

FINANCIAL RESULTS F.Y. 2019-2020 F.Y. 2018-2019
Revenue form Operation 3652.98 3930.17
Total Expenditure (Excluding Depreciation) 3196.38 3014.04
Profit before interest depreciation and tax 456.60 916.13
Less: Finance Costs 167.30 241.72
Less: Depreciation and amortisation 464.53 524.52
Profit before Tax -175.22 149.89
Less: Provision for taxation (including deferred tax) -48.28 -64.94
Profit after tax -126.94 214.83
EPS (Basic) -1.39 2.35
EPS (Diluted) -1.39 2.35

2. Outlook for the current year

Despite of the current situation your company is confident ofachieving its growth objectives for the coming year. To achieve this Company willcontinue to evaluate new product categories that leverage our expertise new channelswhich offer scope for increased penetration of our products and new store formats thatmake us salient to a number of purchase occasions. We feel that all of this will keep usin good stead for both this financial year and the years to come.

3. Share Capital

The authorised share capital of the company as on date of balance sheetis Rs.l 10300000/- divided into 11000000 equity shares of Rs.10/- each.

The paid up share capital of the company as on date of balance sheet isRs.102650000/- divided into 10265000 equity shares of Rs.10/- each.

a) Status of shares

As the members are aware the company's shares are compulsorilytradable in electronic form. As on March 31 2020 100.00% of the company's totalpaid up capital representing 10265000 shares are in de-materialized form.

b) Other shares

Your company has not issued any equity shares with differential rightssweat equity shares employee stock options and did not purchase its own shares. Hencethere is no information to be provided as required under Rule 4(4) Rule 8(13) Rule 12(9)and Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 and Section 62of the companies Act 2013 respectively.

4. Dividend

During the year your Company has Incurred loss and therefore do notrecommend any dividend for the year ended March 312020.

5. Transfer of Unclaimed Dividend to Investor Education andProtection Fund

Since there was no unpaid / unclaimed dividend the provision ofSection 125 of the Companies Act 2013 do not apply.

6.State Of The Company's Affairs

The state of the Company affairs forms an integral part of ManagementDiscussion and Analysis Report is furnished in "Annexure-F" and is attached tothe report

7. Change in the nature of business if any

During the year the Company has not altered the Memorandum ofAssociation

 

8. Transfer to Reserves

In accordance to the provisions of Section l34(3Xj> of the CompaniesAct 2013 (hereinafter "the Act") the Company has not proposed any amount totransfer to the General reserves of the Company for the financial year 2019-20.

9. Subsidiary Joint Ventures and Associate Companies

During the year under review your company has no subsidiaries jointventures or associate companies.

10. Public Deposit

The Company has not accepted or renewed any amount falling within thepurview of provisions of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposit) Rules 2014 during the period under review.Hence the requirement for furnishing the details of deposits which are not in compliancewith Chapter V of the Act is not applicable.

11. Particulars of loan. Guarantees or Investment made under Section186

The details of the loans guarantees and investments are provided inthe notes to the audited financial statements annexed with the Annual Report.

12. Management's Discussion and Analysis Report

The Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 (2) (e of the Listing Regulations is given as"Annexure-F" to this report

13. Corporate Governance:

Your Company has been complying with the principals of good CorporateGovernance over the years and is committed to the highest standards of compliance.Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015 the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clauses (b) to(i) of Regulation 46 (2) and para C D and E of schedule V shall not apply to the listedentity which has listed its specified securities on the 5ME Exchange.

Therefore the Corporate Governance Report is not applicable on theCompany and therefore not provided by the Board.

14. Dividend Distribution Policy:

In accordance with Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) (Second Amendment) Regulations 2016 the Company is not requiredto prepared Dividend Distribution policy.

15. Extract of the annual return

The extract of the Annual Return in Form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in "Annexure A" and is attached to thereport.

16. Directors St Key Management Personnel

(i) Composition of Board. 8t Board Meetings

Our board compromises of a group of Executive Non- Executive andIndependent Directors who between them carry deep industry expertise and knowledge. As on31st March 2020 the Company has six Directors of the six Directors four areNon- Executive Directors and of which three are Independent Directors. The composition ofthe Board is in conformity with Regulation 17 of the Listing Regulations read with Section149 of the Act.

Mr. Nikul J. Patel is the Chairman and Managing Director (CMD) of theCompany. He has an enviable track record of leading the company right from inception toits current strong market position. He deftly manages day-to-day management of theCompany subject to the supervision and control of the Board of Directors. The independentdirectors on the Board are experienced and highly respected professionals from varyingfields. The brief profile of each Director on the Board is available on the Company'sofficial website at the web link: http://www.danqeedums.com/File/wysiwyq/Corporate

%20Govemance/Brief%20Bioqraphy%20of%200ur%20Directors.pdf

During the financial year 2019-20 the meetings of the Board ofDirectors were held 5 times. Details of these meetings and other Committee/Generalmeetings are given in this report Board of Directors duly met five (5) times on28/05/2019 23/08/2019 14/11/2019 07/02/2020 and 07/03/2020 during the year. TheComposition category and attendance of each Director at the Board and Annual GeneralMeeting of each Director in various companies is as follows:-

Name of Director Designation and Category No of Board Meetings held No of Board Meetings attended
Mr. Nikul J Patel Chairman & Managing Director (Promoter) 5 5
Mr. Ravi H Patel Whole Time Director (Promoter) 5 5
Mrs. Foram N Patel Non-Executive Director (Promoter) 5 5
Mr. Jayantilal A Patel Non-Executive Independent Director S 2
Mr. Janak N Parikh Non-Executive Independent Director 5 4
Mr. Umang B Saraf Non-Executive Independent Director 5 4

(ii). Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 andCompanies Articles of Association Mr. Ravi Hemantkumar Patel (DIN-02017962) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment The Board recommends his re-appointment. Necessary resolution for hisre-appointment is placed before the shareholder for approval.

(iii) Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR) 2015 particulars ofthe Directors retiring and seeking reappointment at the ensuing Annual General Meeting isannexed to the notice convening 10th Annual General Meeting.

(iv). Key Managerial Personnel

As on the date of this report the following persons are the KeyManagerial Personnel^) of the Company:

a) Mr. NikuL J Patel Chairman & Managing Director

b) Mr. Ravi Hemantkumar Patel Whole Time Director

c) Mr. Ketan J Patel Chief Financial Officer

d) Mr. Shyamsunder Panchal Company Secretary & ComplianceOfficer (Resigned w.e.f. July 14 2020)

e) Ms. Khushboo Parikh Company Secretary & Compliance Officer(Appointed w.e.f August 112020)

(v) Declaration from Independent Director

All the Independent Directors of the Company have given theirdeclarations stating that they meet the criteria of independence as prescribed under theSection 149(6) of the Companies Act 2013 read with the rules made there under and readwith Regulation 16(lXb) of the Listing Regulations in the opinion of the Board theIndependent Directors meet the said criteria.

During the year under review the Independent Directors duly metpursuant to the provisions as specified in Schedule IV of the Companies Act 2013 and thequorum was present throughout the meeting.

17. Committees Of The Board:

The Company has three main Committees of the Board i.e.:

a) Audit Committee

b) Nomination and Remuneration Committee and

c) Stakeholders Relationship Committee

A. Audit Committee

The Audit Committee is duly constituted in accordance with SEBI (LODR)Regulations 2015 and Section 177 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules 2014 as amended from time to time.It adheres to the terms of reference which is prepared in compliance with Section 177 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. During the financial year2019-20 the Committee met four (4) times as on 28/05/2019 23/08/201914/11/2019 and07/03/2020.

The Company Secretary acts as Secretary to the Audit Committee and nopersonnel has been denied access to the Audit Committee. The details of member'sattendance at the Audit committee meeting during the year are given below:-

Name Category & Position No of Meetings held No of Meetings attended
Mr. Umang B Saraf Non Executive Independent Director & Chairman 4 4
Mr. Janak N Parikh Non Executive Independent Director & Member 4 4
Mr. NikulJ Patel Managing Director & Member 4 4

Two third of the members are Independent Directors and all the membersare financially literate. The composition role functions and powers of the AuditCommittee are in line with the requirements of applicable laws and regulations. The AuditCommittee shall oversee financial reporting process and disclosures review financialstatements internal audit reports related party transactions financial and riskmanagement policies auditors qualifications compliance with Accounting Standards etc.and oversee compliance with Stock Exchanges and legal requirements concerning financialstatements and fixation of audit fee as well as payment for other services etc.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordancewith SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act 2013 read withRule 6 of the Companies (Meetings of the Board and its Powers) Rules 2014 as amended fromtime to time. The Company Secretary acts as the Secretary to the committee and theCommittee Members the Committee met one (1) times on 07/03/2020. The details of member'sattendance at the committee meeting during the vear are given below:

Name Category & Position No of Meetings held No of Meetings attended
Mr. Janak N Parikh Non Executive Independent Director & Chairman 1 1
Mr. Jayantilal A Patel Non Executive Independent Director & Member 1 1
Mr. Umang B Saraf Non Executive Independent Director & Member 1 1

The Board has in accordance with the provisions of subsection (3) ofSection 178 of the Companies Act 2013 formulated the policy setting out the criteria fordetermining qualifications positive attributes independence of a Director and policyrelating to remuneration of Directors Key Managerial Personnel and other employees. Thesaid policy is accessible on the Company's official website at the following linkhttp://www.danqeedums.eom/File/wvsiwvQ/PCG/9.%20N 0 MINATIO N%20AN D%20REM UNERATI0N%20P0LICY.pdf

C Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted in compliancewith the requirements of Section 178 of the Companies Act 2013. The Company Secretary isthe Compliance Officer who acts as the Secretary to the Committee and the Committee metone (1) times on 07/03/2020. The details of member's attendance at the committee meetingduring the year are given below:

Name Category ft Position No of Meetings held No of Meetings attended
Mr. Jayantilal A Patel Non Executive Independent Director & Chairman 1 1
Mr. Janak N Parikh Non Executive Independent Director ft Member 1 1
Mr. Ravi H Patel Whole-time Director & Member 1 1

The Stakeholders Relationship Committee looks into shareholders'complaints related to transfer of shares non-receipts of balance sheet besides complaintsfrom SEBI Stock Exchanges Court and various Investor Forums. It oversees the performanceof the Registrars and Transfer Agent and recommends measures for overall improvement inthe quality of investor services. The Company is in compliance with the SCORES which hasinitiated by SEBI for processing the investor complaints in a centralized web basedredress system and online redressal of all the shareholders complaints and details of thesame is made accessible on the Company's official website

 

18. Compliance Officer

During the year the Compliance officer of the Company was Mr.Shyamsunder Panchal who was also designated as Company Secretary of the Company. HoweverMr. Shyamsunder Panchal has tendered his resignation form the post of Company SecretaryKey Managerial Personnel and Compliance Officer of the Company w.e.f. 14thJuly 2020.

The Board has accepted his resignation and appreciated him for hisinvaluable contribution during his tenure as Company Secretary Key Managerial Person andCompliance Officer of the Company.

Further Ms. Khushboo Parikh is appointed as the Compliance officer ofthe Company w.e.f. August 112020

19. Vigil Mechanism

The Board of Directors of the Company has pursuant to the provisionsof Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetingsof Board and its Powers) Rules 2014 framed the Whistle Blower Policy for Directors andemployees of the Company to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

Whistle blower policy is disclosed on the website of the Company atwww.dangeedums.com.

The following is a summary of Protected Disclosures received anddisposed off during the year 2019-20:

No. of Protected Disclosures received : NIL

No of Protected Disclosures disposed off : NIL

The Board of Directors of the Company has constituted Audit Committeeto oversee the Vigil Mechanism.

The employees of the Company have the right to report theirconcern/grievance to the Audit Committee constituted by the Board of Directors to overseethe Vigil mechanism.

The Company is committed to adhere to the highest standards of ethicalmoral and legal conduct of business operations.

 

20. Statement On Formal Annual Evaluation Of Board

In accordance with provision of Section 178(3) of the Companies Act2013 the Nomination and Remuneration Committee has specified the criteria and manner foreffective evaluation of performance of the 'Board' its 'Committees' and'Individual Directors' carried out either by the Board by the Nomination andRemuneration Committee or by an independent external agency and reviewed itsimplementation and compliance.

The detailed policy in compliance with Section 178(3) of the Act readalong with Regulation 19 of the Listing Regulations has been approved by the Board ofDirectors of the Company and is made accessible on the Company's official website at thefollowing link

http://www.danqeedums.com/Fi le/wvsiwvq/PCG/9.%20N0MINATION%20AND%2QRMUNERATIQN%2QPOLICY.pdf

21. Material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report

There are no material changes which have occurred between the end offinancial year of the Company till the date of this report.

 

22. Details of significant and material orders passed by theregulators or courts or tribunals Impacting the going concern status and company'soperations In future

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concerns status and Company's operations infuture.

23. Particulars Of Contracts/ Arrangements With Related Parties:

All Related Party Transactions that were entered into during the FY2019-20 were on an arm's length basis and in the ordinary course of business. There wereno materially significant Related Party Transactions made by the Company during the yearthat required shareholders' approval under Regulation 23 of the Listing Regulations. Prioromnibus approval from the Audit Committee is obtained for transactions which arerepetitive in nature. Further disclosures are made to the Committee on a quarterly basis.The particulars of Contracts or Arrangements made with related parties required to befurnished under section 134(3Xh) are disclosed in the prescribed form (Form AOC-2) whichis attached to this Report as "Annexure B".

The Company has adopted a Policy for dealing with Related PartyTransactions and is made available on the Company's official website via web link

http://www.danoeedums.eom/File/wvsiwvo/PC6/4.%20PQLICY%20FOR%20DerERMINATION%200F%2QMATERIAUT Y.pdf

24. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013read with rules made there under M/s. J. T. Shah & Co. Chartered Accountants (FirmRegistration No. 109616W) were re-appointed on 30th September 2017 asStatutory Auditors of the Company to hold office till conclusion of the 12thAnnual General Meeting (AGM) of the Company to be held in the calendar year 2022.

In accordance with the Companies Amendment Act 2017 enforced on 7*May 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

The Notes to the financial statements referred in the Auditors Reportare self-explanatory. There are no qualifications or reservations or adverse remarks ordisclaimers given by Statutory Auditors' of the Company and therefore do not call for anycomments under Section 134 of the Companies Act 2013. The Auditors' Report is enclosedwith the financial statements in this Annual Report.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013and the rules made there under the Company has appointed M/s Khandelwal Oevesh &Associates Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report for FY 2019-20 is annexed and forms part of this report as "AnnexureC". There are no qualifications or reservations or adverse remarks or disclaimersand therefore do not call for any comments by Secretarial Auditors of the Company.

e) Cost Auditors

In terms of the provisions of Section 148 of the Act the appointmentof the Cost Auditors does not apply to the Company.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with theCompanies (Accounts) Rules 2014 the Company has appointed Mr. Ketan J Patel wasappointed as the Internal Auditor of the Company effective from 03rd November2018.

25. Personnel

The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are provided in separate annexure forming part of this Report as "AnnexureE".

The statement containing particulars of employees as required underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 will be provided upon request Interms of Section 136 of the Companies Act 2013 the Report and Accounts are being sent tothe Members and others entitled thereto excluding the information on employees'particulars which is available for inspection by the members at the Registered Office ofthe Company during business hours on working days of the Company. If any member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

26. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility (CSR) are notapplicable to the Company.

27. Conservation of energy technology absorption and foreignexchange earnings and outgo

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3Xm) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from timeto time is annexed to this Report as "Annexure D".

28. Statement regarding the development and implementation of RiskManagement Policy

The Company has not developed and implemented any risk managementpolicy as the risk threatening the business activity carried out by the Company during theyear are minimal.

29. Prevention Of Sexual Harassment At Workplace

As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal Act 2013 and rules made there under yourCompany has constituted Internal Complaints Committee (ICC) which is responsible forredressal of complaints related to sexual harassment.

Your Directors declared and confirm that during the year under reviewthere is no case filed under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal Act 2013. Company Secretary is the Compliance Officer who actsas the Secretary to the committee and the members of the the committee are :

Name Position
Mrs. Foram Nikul Patel Presiding Officer
Mrs. Dhara Jaqdishchandra Patel Member
Mrs. Disha Patel Member
Mr. Ketan Jaqdishchandra Patel Member

30. Adequacy of Internal Financial Control

The Company has in place adequate internal financial controls withreference to financial statements. The Board has inter alia reviewed the adequacy andeffectiveness of the Company's internal financial controls relating to its financialstatements.

 

31. Directors' Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013 the directorswould like to state that

a) In the preparation of the annual accounts for the financial yearended March 31 2020 the applicable accounting standards have been followed along withproper explanation relating to material departures.

b) The directors have selected such accounting policies and appliedthem consistently and made judgement and estimates that were reasonable and orudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period under review.

c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

d) The directors have prepared the annual accounts on a going concernbasis.

e) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

32. Registrar And Share Transfer Agent:

Your Company has appointed M/$. Big share Services Private Limited asits Registrar and Share Transfer Agent.

33. Human resources

Your company considers its Human Resources as the key to achieve itsobjectives. Keeping this in view your company takes utmost care to attract and retainquality employees. The employees are sufficiently empowered and such work environmentpropels them to achieve higher levels of performance. The unflinching commitment of theemployees is the driving force behind the company's vision. Your company appreciates thespirit of its dedicated employees.

34. Migration To Main Board of NSE

The Company in its Board meeting held on August 11 2020 approved theMigration of Listing/Trading of Equity shares of the Company fro NSE SME platform l.e.(EMERGE) to Main Board of NSE(Capital Segment) subject to approval of the shareholdersand other applicable approvals. The process to obtain the shareholders approvals isproposed to be taken through Postal Ballots and the Company has already dispatched thepostal ballots via email to its shareholders.

35. Acknowledgement:

Your directors take this opportunity to express their sincereappreciation to the shareholders customers bankers suppliers and other businessassociates for the excellent support and cooperation extended by them.

Your directors gratefully acknowledge the ongoing cooperation andsupport provided by the Central and State Governments Stock Exchanges SEBI RBI andother Regulatory Bodies.

For and on behalf of board of directors
Nfkul J Patel
Place: Ahmedabad Chairman & Managing Director
Date: 27/08/2020 (DIN: 01339858)