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Dynamic Cables Ltd.

BSE: 540795 Sector: Engineering
NSE: N.A. ISIN Code: INE600Y01019
BSE 00:00 | 17 Sep 77.55 -1.85
(-2.33%)
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NSE 05:30 | 01 Jan Dynamic Cables Ltd
OPEN 82.00
PREVIOUS CLOSE 79.40
VOLUME 69207
52-Week high 82.90
52-Week low 20.25
P/E 17.39
Mkt Cap.(Rs cr) 171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 82.00
CLOSE 79.40
VOLUME 69207
52-Week high 82.90
52-Week low 20.25
P/E 17.39
Mkt Cap.(Rs cr) 171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dynamic Cables Ltd. (DYNAMICCABLES) - Director Report

Company director report

To

The Members of Dynamic Cables Limited

Your directors are pleased to present the 12th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended March 31 2019.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Rs. in Cr.)

Particulars Year ended March 31 2019 Year ended March 31 2018
Total Revenue 532.21 360.36
Total Expenditure (Excluding Interest & Depreciation) 478.39 337.39
Profit Before Interest Depreciation and Tax (PBIDT) 53.82 22.97
Less: Interest 12.78 9.42
Less: Depreciation 8.33 2.18
Profit Before Tax (PBT) 32.71 11.37
Less: Tax Expenses 11.48 3.94
Profit After Tax (PAT) 21.23 7.43
Add: Balance Brought Forward from Previous Year 32.40 25.32
Profit Available For Appropriation 53.63 32.75
Add: Other Comprehensive Income (Net of Income Tax) - -
Less: Appropriations:
Provision of Gratuity - (0.54)
Deferred Tax on Gratuity - 0.19
Equity Dividend (0.55) -
Dividend Distribution Tax on Equity Dividend (0.11) -
Balance Carried to Balance Sheet 52.96 32.40

2. TRANSFER TO RESERVES

The Board of Directors doesn't propose to transfer any amount to General Reserve forthe financial year ended March 31 2019.

3. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE

The company being engaged in the business of manufacturing LT/ HT cables andconductors has changed its manufacturing capacity by increasing the installed capacitiesadopting newer latest technologies & innovations and developing new processes bywidening its product range and expanding the market network. The major contributing factortowards the success of Dynamic Cables is its commitment to serve the customers andshareholders to their satisfaction.

During the financial year 2018-19 your Company has achieved total revenue of Rs.532.21 Crores as compared to Rs. 360.36 Crores in previous financial year recording aremarkable increase of 47.68% and Net Profit after tax (PAT) has increased from Rs. 7.43Crores to Rs.21.23 Crores recording a remarkable increase of 185.73%

Your Company continues with its rigorous cost restructuring exercises and efficiencyimprovements which have resulted in significant savings through continued focus on costcontrols and process efficiencies thereby enabling the Company to maintain profitablegrowth in the current economic scenario. We have also commenced expansion of ourmanufacturing capacities at the existing unit which empowered the company to grow. Ourintense focus on augmenting scale will enable us to generate significant value from themarket.

4. DIVIDEND

Dynamic Cables always strives to maintain a balance by providing an appropriate returnto the Shareholders while simultaneously retaining a reasonable portion of the profit tomaintain healthy financial leverage with a view to support and fund the future expansionplans.

The company has recommended a final dividend of Rs. 0.25/- (2.5%) per equity share forthe financial year 2018-2019 and the same is subject to the approval of shareholders atthe ensuing 12th Annual General Meeting of the company. The total final dividend pay-outwill be Rs. 55.035 lakhs excluding dividend distribution tax of Rs. 11.31 lakhs. TheRegister of Members and Share Transfer Books will remain closed from Saturday August 172019 to Wednesday August 21 2019 i.e. for five days (both days inclusive) for thepurpose of payment of the dividend for the financial year ended March 31 2019.

5. CHANGE IN CAPITAL STRUCTURE

During the year under review there is no change in the capital structure of thecompany.

6. SUBSIDIARY COMPANY

The company does not have any Subsidiary company.

7. MATERIAL CHANGES & COMMITMENTS

In pursuance to Section 134(3) (I) of the Companies Act 2013 No material changes andcommitments have occurred after the closure of the financial year to which the financialstatements relate till the date of this report affecting the financial position of thecompany.

8. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules 2014 Nosignificant or material orders were passed by the Regulators or Courts or Tribunalsimpacting the going concern status and company's operations in future.

9. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI (LODR)regulations. There are no investments made no loans granted no guarantees given orissued or securities provided by your Company in terms of Section 186 of the Act readwith the Rules issued thereunder.

10. RELATED PARTY TRANSACTIONS

All Contracts / transactions / arrangements entered by the Company during the financialyear with the Related Parties were in ordinary course of business and on an arm's lengthbasis and in accordance with the provisions of the Companies Act 2013 read with theRules issued thereunder and the applicable regulations. Further there were notransactions with related parties which qualify as material transactions under theapplicable regulations.

All transactions with related parties were reviewed and approved by the AuditCommittee. The Company has made transactions with related parties pursuant to Section 188of the Act. The particulars of material contracts or arrangements with related partiesreferred to in subsection (1) of section 188 of the Companies Act 2013 in the Form AOC-2is annexed herewith and marked as Annexure - A.

11. CREDIT RATING

During the financial year 2018-19 on the basis of recent development includingoperational and financial performance of the Company Credit Rating Agency - BrickworkIndia Private Limited has improved rating of the company as follows:

Facilities Rating Outlook
Fund Based - Long term BWR BBB Stable
Fund Based - Short term BWRA3+ -
Non- Fund Based - Short Term BWRA3+ -

12. NUMBER OF BOARD MEETINGS:

During the year under review 6 (Six) board meetings were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andSecretarial Standard-1 issued by Institute of Company Secretaries of India (ICSI) on Boardmeetings. The Company has complied with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).

The date of the board meetings and attendance of Directors thereat and at the lastAnnual General Meeting (11th AGM) are as follows:

Name of the Director

Date of Board Meetings and Attendance thereat

Attendance at 11th AGM held on 30th September 2018

21st May 2018 14th June 2018 28th June 2018 5th

September

2018

13th

November

2018

11th March 2019
Mr. Ashish Mangal Yes No Yes Yes Yes Yes Yes
Mr. Rahul Mangal Yes Yes Yes Yes Yes Yes Yes
Mrs. Shalu Mangal Yes No Yes Yes Yes Yes Yes
Mr. Ash ok

Kumar

Bhargava

Yes Yes Yes Yes Yes Yes Yes
Mr. Arvind Kalia* N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Mr. Saurav Gupta** N.A. Yes Yes Yes No No No

* Mr. Arvind Kalia ceased to be a Director w.e.f April 6 2018.

** Mr. Saurav Gupta was appointed as an Independent Director w.e.f. June 11 2018.

13. COMMITTEES OF THE BOARD

a. Audit Committee

Audit committee has been constituted in terms of section 177 of the Companies Act2013. The role of Audit Committee is to provide direction and oversee internal audit andrisk management function review financial results and annual statements interact withstatutory auditors and such other matters as required under Companies Act 2013. Furtherall the recommendations of the audit committee were accepted by the Board during theperiod.

The committee met four times during the period i.e. April 2 2018 June 14 2018September 5 2018 and November 13 2018.

The terms of reference of audit committee of the company are as follows:

• Recommendation for appointment remuneration and terms of appointment of theauditors;

• Review and monitor auditor's independence and performance and effectiveness ofthe audit process;

• Examination of the financial statement and auditor's report;

• Approval or modification of related party transactions;

• Scrutiny of inter corporate loans and investments;

• Valuation of assets;

• Evaluation of internal financial controls and risk management systems;

• Monitoring of end use of funds of the public offers;

• Vigil mechanism for all listed companies and such other companies as prescribedby the Rules;

• Access to Audit Committee chairperson under vigil mechanism

• Discuss issues with internal and statutory auditors;

• Audit Committee to call for comments of the auditors about internal controlsystems scope of audit including the observations of the auditors and review of thefinancial statements before submission to the board;

• The auditors and the key management personnel will have a right to be presentwhen the financial statements is considered by the Audit Committee but will not have aright to vote; and

• Details of establishing the vigil mechanism will have to be disclosed on thecompany's web site and in the Director's report.

Composition of Audit Committee:

S.No. Name Designation Chairman / Member
1. Mr. Ashok Kumar Bhargava Independent Director Chairman
2. Mr. Arvind Kalia* Independent Director Member
3. Mr. Ashish Mangal** Managing Director Member
4. Mr. Saurav Gupta. *** Independent Director Member
5. Mr. Rahul Mangal**** Non-executive Director Member

Notes:

The committee was reconstituted by the Board of directors through circular resolutiondated 11th June 2018.

* Mr. Arvind Kalia ceased to be the member of committee w.e.f April 6 2018 **Mr.Ashish Mangal ceased to be the member of committee w.e.f June 11 2018 ***Mr. SauravGupta Independent Director was appointed as the member of the committee w.e.f June 112018

**** Mr. Rahul Mangal Non-executive Director was appointed as the member of thecommittee w.e.f June 11 2018

b. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee pursuant to the provisionsof section 178 of the Companies Act

2013. The committee met one time during the period on September 5 2018.

The terms of reference of the nominations and remuneration committee are as follows:

• Identify persons who are qualified to become directors and may be appointed insenior management in accordance with the Criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance.

• Formulate the criteria for determining the qualifications positive attitude andindependence of a director and recommend to the board a policy relating to theremuneration for directors KMPs and other employees.

• Formulation of criteria for evaluation of performance of independent directorsand the board of directors;

• Devising a policy on diversity of board of directors;

• Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors;

• Determine our Company's policy on specific remuneration package for the ManagingDirector/ Executive Director including pension rights.

• Decide the salary allowances perquisites bonuses notice period severancefees and increment of Executive Directors.

• Define and implement the Performance Linked Incentive Scheme (including ESOP ofthe Company) and evaluate the performance and determine the amount of incentive of theExecutive Directors for that purpose.

• Decide the amount of Commission payable to the Whole time Directors.

• Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc.

• To formulate and administer the Employee Stock Option Scheme.

Composition of Nomination & Remuneration Committee:

Name of the Director Designation Chairman / Member
Mr. Ash ok Kumar Bhargava Independent Director Chairman
Mr. Arvind Kalia* Independent Director Member
Mr. Saurav Gupta** Independent Director Member
Mr. Rahul Mangal Non -Executive Director Member

Notes:

The committee was reconstituted by the Board of directors through circular resolutiondated June 11 2018.

* Mr. Arvind Kalia ceased to be the member of committee w.e.f April 6 2018

***Mr. Saurav Gupta Independent Director was appointed as the member of the committeew.e.f June 11 2018

c. Stakeholders' Relationship Committee

The Company has formed Stakeholders' / Investor Grievance committee pursuant to theprovisions of section 178 of the Companies Act 2013. The committee is required to theredressal of shareholders' and investors' complaints. The committee met one time duringthe period on September 5 2018.

The terms of reference of stakeholders' relationship committee are as follows:

• Allotment transfer of shares including transmission splitting of shareschanging joint holding into single holding and vice versa issue of duplicate shares inlieu of those torn destroyed lost or defaced or where the cages in the reverse forrecording transfers have been fully utilized.

• Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.; and

• Review the process and mechanism of Redressal of Shareholders /Investorsgrievance and suggest measures of

improving the system of Redressal of Shareholders /Investors grievances.

• non-receipt of share certificate(s) non-receipt of declared dividendsnon-receipt of interest/ dividend warrants nonreceipt of annual report and any othergrievance/complaints with Company or any officer of the Company arising out in dischargeof his duties.

• Oversee the performance of the Registrar & Share Transfer Agent and alsoreview and take note of complaints directly received and resolved them.

• Oversee the implementation and compliance of the Code of Conduct adopted by theCompany for prevention of Insider Trading for Listed Companies as specified in theSecurities & Exchange Board of India (Prohibition of Insider Trading) Regulations2015 as amended from time to time.

• Any other power specifically assigned by the Board of Directors of the Companyfrom time to time by way of resolution passed by it in a duly conducted Meeting.

Composition of Stakeholders' Relationship Committee:

Name of the Director Designation Chairman / Member
Mr. Ash ok Kumar Bhargava Independent Director Chairman
Mr. Arvind Kalia* Independent Director Member
Mr. Saurav Gupta** Independent Director Member
Ms. Shalu Mangal Whole time Director Member

Notes:

The committee was reconstituted by the Board of directors through circular resolutiondated June 11 2018.

* Mr. Arvind Kalia ceased to be the member of committee w.e.f April 6 2018

***Mr. Saurav Gupta Independent Director was appointed as the member of the committeew.e.f June 11 2018.

d. Corporate Social Responsibility Committee

The composition of Corporate Social Responsibility Committee under section 135 of theCompanies Act 2013 is provided in the Annual Report on CSR for the financial year 2018-19is annexed herewith and marked as Annexure - B. The committee met one time during theperiod on April 2 2018.

The terms of reference of CSR committee are as follows:

• Formulate and recommend to the Board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the Company as specified inSchedule VII.

• Recommend the amount of expenditure to be incurred on CSR activities.

• Monitor the CSR activities of the Company from time to time.

• Such other activities as may be determined by the Board of Directors from timeto time.

Composition of CSR Committee:

Name of the Director Designation Chairman / Member
Mr. Rahul Mangal Non-Executive Director Chairman
Mr. Ashish Mangal Managing Director Member
Mr. Ashok Kumar Bhargava Independent Director Member

14. DIRECTOR'S & KEY MANAGERIAL PERSONNEL

a) Directors

During the year under review the following changes occurred in the Board of Directorsof the company:

i. Mr. Arvind Kalia Independent Director resigned from the directorship of the companydue to personal and unavoidable circumstances w.e.f. April 6 2018.

ii. Mr. Saurav Gupta was appointed as an Additional Director (Independent) on June 112018 and regularized as Independent Director by the shareholders in the 11th AGM of thecompany held on September 30 2018 for a term of five years w.e.f. June 11 2018.

iii. Mr. Rahul Mangal Director of the company retired by rotation and re-appointed inprevious AGM.

iv. In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Shalu Mangal Director (Whole-time Director) of the Company is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for re- appointment.

v. Necessary resolutions for the re-appointment of aforesaid director whereverapplicable have been incorporated in the notice convening the ensuing AGM. As requiredunder the regulations and Secretarial Standards on General Meetings issued by ICSI therelevant details of director retiring by rotation and/or seeking reappointment at theensuing AGM are furnished at "Annexure -1" to the notice of AGM.

b) Key Managerial Personnel (KMPs)

During the year under review there is no change in the Key Managerial Personnel (KMPs)of the Company.

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declaration that they meet thecriteria of independence as provided under Section 149 (6) of the Act and the regulation16(1) (b) of the regulations.

16. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the act the Board of Directors has carried out an annualperformance evaluation of Board as a whole Committees of the Board and IndividualDirectors and Chairperson. Nomination & Remuneration Committee has evaluated theperformance of all the Directors. Independent Directors of the company has evaluated theperformance of Non Independent Directors and Board of Directors as a Whole Chairpersontaking into views of Executive and Non-executive Directors. The performance was evaluatedafter seeking inputs from all the directors on the basis of criteria such as the Boardcomposition and structure effectiveness of board processes manner of conducting themeetings value addition of the Board members and corporate governance etc. whereverapplicable as provided in the Guidance note on Board Evaluation issued by the Securitiesand Exchange Board of India on January 5 2017.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeesmanner of conducting the meetings value additions made by the members of the committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas the contribution of the individual director to the Board and committee meetings likeattendance of the directors in the meetings their contribution & inputsqualification and expertise etc. The directors expressed their satisfaction over theevaluation process.

17. AUDITORS AND AUDITORS' REPORT

(a) Statutory Auditors

M/s. Madhukar Garg & Company Chartered Accountants (FRN: 000866C) the StatutoryAuditor of the Company were appointed at 11th Annual General Meeting (AGM) of the Companyheld on 30th September 2018 for a period of five years. The Statutory Auditors haveconfirmed their eligibility under Section 141 of the Companies Act 2013.

As per the provisions of Section 40 of the Companies (Amendment) Act 2017 there is norequirement for ratification of appointment of statutory auditor at every AGM of theCompany and therefore it is not required to ratify the appointment every year.

The Auditor's Report for the financial year 2018-19 doesn't contain any reservationqualification or adverse mark. Further pursuant to Section 143(12) of the Companies Act2013 the Statutory Auditors of the company have not reported any instances of fraudscommitted in the company by its officers or employees.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Act and rules made thereunder M/s. V. M.& Associates Company Secretaries in Practice (FRN: P1984RJ039200) Jaipur wasappointed as Secretarial Auditors to conduct the secretarial audit of the Company for thefinancial year 2018-19.

An Audit Report issued in form MR-3 by M/s V.M. & Associates Company SecretariesJaipur in respect of the secretarial audit of the Company for the financial year endedMarch 31 2019 is attached herewith and marked as Annexure - C to this Report. The reportdoesn't contain any reservation qualification or adverse mark except the followingcomment:

"Audited Financial Results for Financial Year ended on March 31 2018 along withStatement of Assets and Liabilities as on March 31 2018 and Auditor's Report thereon werenot submitted within 60 Days from the end of Financial Year to BSE Limited pursuant toRegulation 33 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

Flowever Company has paid a penalty of Rs. 75000/- (Rupees Seventy Five ThousandOnly) to BSE Limited for delayed submission of Audited Financial Results for the FinancialYear ended March 31 2018."

Board's Explanation for submission of Audited Financial Results for Financial Yearended on March 31 2018 along with Statement of Assets and Liabilities as on March 312018 and Auditor's Report thereon beyond 60 days.

The previous statutory auditors of the company have resigned due to some unavoidablecircumstances with effect from May 18 2018 thereby causing casual vacancy in terms ofSection 139 (8) of the Act. The previous auditors have not carried out audit of theFinancial Results of the company for the half year/ year ended on March 31 2018 asstipulated under Regulation 33 of SEBI (LODR) Regulations 2015. Thus the for filling upthe casual vacancy caused by such resignation and for the appointment of new statutoryauditor the company in its board meeting held on May 21 2018 has approved theappointment of new statutory auditors and issued notice for calling the Extra-ordinaryGeneral meeting (EOGM) of the members of the company scheduled to be held on June 142018 seeking shareholders' approval in line with applicable laws. The shareholders of thecompany have appointed new Statutory Auditors of the company in its EOGM held on June 142018.

After the appointment of new Statutory Auditors the company has submitted the AuditedFinancial Results for Financial Year ended on March 31 2018 along with Statement ofAssets and Liabilities as on March 31 2018 and Auditor's Report thereon with delay of 15days on June 14 2018 along with a penalty of Rs. 75000/- (Rupees Seventy Five ThousandOnly) to BSE Limited for delayed submission of Audited Financial Results for the FinancialYear ended March 31 2018.

The Board has re-appointed M/s. V. M. & Associates Company Secretaries inPractice Jaipur as Secretarial Auditor of the Company to carry out Secretarial Audit ofthe Company for the financial year 2019-20.

(c) Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your companyhad appointed M/s Maharwal & Associates (FRN: 101556) as cost auditor for thefinancial year 2018-19.

The cost audit report for the financial year 2018-19 will be received by the CostAuditor of the company and will be filed by the company within the prescribed time limitprovided under the Companies Act 2013 and rules made thereunder.

The Board has re-appointed M/s Maharwal & Associates (FRN: 101556) as Cost Auditorto conduct the audit of cost records of your Company for the financial year 2019-20. Thepayment of remuneration to Cost Auditor requires the approval/ratification of the membersof the Company and necessary resolution in this regard has been included in the noticeconvening 12th AGM of the Company.

(d) Internal Auditor

In accordance with the provisions of Section 138 of the Act and rules made thereunderthe Board of Directors of the Company has appointed M/s Ritul Patwa & CompanyChartered Accountant (FRN: 017878C) as an Internal Auditor to conduct the Internal Auditof the Company.

The Board has re-appointed M/s Ritul Patwa & Company Chartered Accountant (FRN:017878C) as Internal Auditor to conduct the Internal audit of your Company for thefinancial year 2019-20.

18. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the regulations the Board has formulated and implementeda Code of Conduct to regulate monitor and report trading by its employees and otherconnected persons and Code of Practices and Procedures for fair disclosure of UnpublishedPrice Sensitive Information. The same is available on the Company's website i.e.https://www.dvnamiccables.co.in/investor-relations . html

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company established a Whistle Blower Policy to deal with the cases of unethicalbehaviour in all its business activities fraud mismanagement and violation of Code ofConduct of the Company. The policy provides systematic mechanism to report the concernsand adequate safeguards against the victimization if any. The policy is available on thewebsite of the Company i.e. https://www . dvnamiccables.co.in/investor-relations.html

During the year no whistle blower event was reported and mechanism is functioningwell. No personnel have been denied access to the Audit Committee.

20. CORPORATE SOCIAL RESPONSIBILITY ICSRI

The Company has CSR Policy in place and the same can be accessed athttps://www.dvnamiccables.co.in/investor-relations.html

The Annual Report on CSR activities is annexed herewith and marked as Annexure - B tothis report. The Company has contributed a sum of Rs. 22.51 lakhs towards CSR activitiesduring the financial year 2018-19.

21. RISK MANAGEMENT POLICY

The Company has framed and implemented a Risk Management Policy to identify the variousbusiness risks. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The RiskManagement Policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting.

There are various elements of risk which in the opinion of the Board may threaten theexistence 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

All the Senior Executives under the guidance of the Chairman and Board of Directors hasthe responsibility for over viewing management's processes and results in identifyingassessing and monitoring risk associated with Organisation's business operations and theimplementation and maintenance of policies and control procedures to give adequateprotection against key risk. In doing so the Senior Executive considers and assesses theappropriateness and effectiveness of management information and other systems of internalcontrol encompassing review of any external agency in this regards and action taken orproposed resulting from those reports.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL! ACT. 2013

In order to prevent sexual harassment of women at work place "The SexualElarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"was notified on 9th December 2013 under the said Act every Company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

In terms of the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the Company has adopted a policy forprevention of Sexual Harassment of Women at workplace and also set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.

The following is a summary of sexual harassment complaints received and disposed ofduring the year 2018-19

• No. of complaints received: Nil

• No. of complaints disposed of: Nil

23. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of TheCompanies (Management and Administration) Rules 2014 an extract of annual return in formno. MGT-9 forms part of this report is annexed herewith and marked as Annexure - D.

24. DEPOSITS

During the year under review your company has neither invited nor accepted or renewedany fixed deposit from public in terms of provisions of section 73 to 76 of the Act readwith the Companies (Acceptance of Deposits) Rules 2014. Please refer Note No.3 & 35of financial statement for the pursuant to Rule 2 (1) (c) (viii) of the Companies(Acceptance of Deposits) Rules 2014.

25. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial control system commensurate withthe size of its operations. Internal control systems comprising of policies and proceduresare designed to ensure sound management of your Company's operations safe keeping of itsassets optimal utilisation of resources reliability of its financial information andcompliance. Systems and procedures are periodically reviewed to keep pace with the growingsize and complexity of your Company's operations.

26. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3) (c) of the Act your directors state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profit ofthe Company for the year ended March 31 2019;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a 'going concern' basis;

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

27. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Your company continuously strives to conserve energy adopt environment friendlypractices and employ technology for more efficient operations.

The particulars relating to the Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo pursuant to Section 134 of the Act read with rules madethereunder is annexed herewith and marked as Annexure - E to this report.

28. NOMINATION & REMUNERATION POLICY

In accordance with the provisions of section 178 of the Act the Company has Nominationand Remuneration Policy.

The Key Objectives of the Nomination and Remuneration Policy are as follows:

• To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.

• To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.

• To recommend to the Board on Remuneration payable to the Directors KeyManagerial Personnel and Senior Management. The policy is available on the website of theCompany i.e. https://www.dynamiccables.co.in/nomination-&-remuneration-policy.pdf

29. PARTICULARS OF EMPLOYEES

The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are forming part ofthis report as annexed herewith and marked as Annexure - F to this report.

The statement containing particulars of employees as required under rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenherein below:

S. Name of No. Employee Designation Remuneration (in Rs.) Nature of employment (contractual or otherwise Qualification Experience (in yrs.) Date of

commencement of employment

Age Last employment held by such employee before joining the company Whether Relative of the Director if yes name of the Director Percentage of equity shares held by the employee in the Company
1 Mr. Ashish Mangal Managing

Director

120 Onroll Employee B.Com 23 03/ 04/2007 43 Own Business Husband of Mrs. Shalu Mangal 34.78
2 Mrs. Shalu Mangal Whole time director 36 Onroll Employee MBA 11 22/07/2017 39 Own Business Wife of Mr. Ashish Mangal 0.10
3 Mr. Murari Lai Poddar CFO 16.73 Onroll Employee CA 20 14/ 06/ 2003 46 Wires & Fabrics (S.A) Ltd.
4 Mr. Manavalan Srinivasan Vice

President

15.80 Onroll Employee Graduate

(Economics)

30 06/02/2018 58 Diamond Power Infrastructure Ltd.
5 Mr. Ashok

Kumar Sharma

Assistant

Vice

President

12.28 Onroll Employee B.E MBA 15 01/ 04/2016 52 Krishna Electricals Industries Ltd.
6 Mr. Mahesh Inderjit Singhla General

Manager

11.18 Onroll Employee B. Sc 30 27/07/2015 53 Ravin Cables Ltd.
7 Mr. Surendra Kumar Saini Assistant

General

Manager

9.66 Onroll Employee B.E 12 12/06/2006 35
8 Mr. Ravi Janrao Tayade Assistant

General

Manager

9.28 Onroll Employee Diploma in Ind.

Electronics

22 02/08/2017 46 blind Aluminum Ltd.
9 Mr. Vijaya Shankara N S Vice

President

9.25 Onroll Employee B.Sc

(Mathematics)

42 13/08/2018 65 Diamond Power Infrastructure Ltd.
10 Mr. Suresh Kadam Assistant

Vice

President

9.14 Onroll Employee B.E 20 01/01/ 2006 47 Krishna Electricals India Ltd.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report forming part of this Board's Report isannexed herewith and marked as Annexure - G.

31. CORPORATE GOVERNANCE

According to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the company being a SME Listed Company of BSE Limited is exempted from thecompliance of corporate governance requirements as provided under regulations 17 to 27 andclauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of ScheduleV.

32. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year there was no amount unpaid for dividend. Therefore therewere no funds which were required to be transferred to Investor Education and ProtectionFund (IEPF).

33. LISTING OF SHARES

Your Company's shares are listed at SME platform of BSE Limited and the annual listingfees for the year 2019-20 has been duly paid.

34. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY THE ICSI

The Company has complied with applicable Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI).

35. ACKNOWLEDGMENT

Your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to provide higher levels of consumer delight throughcontinuous improvement in existing products and introduction of new products.

The Board places on record its appreciation for the support and co-operation yourCompany has been receiving from its suppliers customers and others associates.

The directors also take this opportunity to thank all Investors Clients BanksGovernment and Regulatory Authorities and Stock Exchange for their continued support.

For and on Behalf of the Board of Dynamic Cables Limited

Rahul Mangal Place: Jaipur

Chairman Date: July 20 2019

(DIN: 01591411)

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