The Members of Dynamic Cables Limited
Your directors are pleased to present 15th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended on March 312022.
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Company has recorded the following eminent financial performance for the yearended on March 31 2022:
(Rs. in lakhs)
|Particulars ||Year ended |
March 31 2022
|Year ended |
March 31 2021
|Revenue from Operation ||56356.91 ||34266.20 |
|Other income ||272.43 ||801.45 |
|Total Income ||56629.34 ||35067.65 |
|Profit before Interest and Depreciation ||6256.46 ||3364.25 |
|Finance Cost ||1300.46 ||1188.91 |
|Depreciation ||805.35 ||836.87 |
|Profit before Tax ||4150.65 ||1338.47 |
|Income Tax Expenses ||1060.67 ||353.97 |
|Profit after Tax ||3089.98 ||984.50 |
|Earning Per Share || || |
|Basic (in INR) ||14.04 ||4.47 |
|Diluted (in INR) ||14.04 ||4.47 |
2. BUILDING BACK BETTER POST COVID
The second wave of corona virus has struck like a storm throughout the country withrecord new cases and deaths. The entire economic activity was once again severelyimpacted plunging global economy into worst recession since World War II. The pace ofeconomic recovery has been affected with disruptions in supply chains and contraction indemand.
Recovery from the second wave of the pandemic was swifter as compared to the first wavein 2020 vaccination holds the key to mitigating the impact of the second wave on economicactivity and boosting consumer sentiment.
We at the Board level with support from all our hard working and dedicated employeessuppliers and other stakeholders have contributed our skills networks and
resources to shape the COVID-19 recovery and build back better. As a result in spiteof the pandemic our Company has surpassed all past performances with highest everRevenue and Margins our sales increased by 65% operating profit increased by 134% andnet profit zooms Three Times higher than last year.
We believe that it is the beginning of a new growth era for institutional cable demandbacked by robust capex cycle high government revenues and normalization of businessactivities post pandemic.
3. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE
Your Company is engaged in the business of manufacturing and supply of cables andconductors 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 2022.
During Financial year 2021-22 your company witnessed robust growth of 64.46% byachieving Rs. 56356.91 lakhs revenue from operations as compared to Rs. 34266.20 lakhsin previous financial year and delivered Net Profit after Tax (PAT) of Rs. 3089.98 lakhsas compared to Rs. 984.50 in last financial year.
4. CHANGE IN CAPITAL STRUCTURE
The capital structure of the Company remains unchanged during the Financial year2021-22. The Authorised share capital of the Company is Rs. 230000000 and the Paid upEquity Share Capital is Rs. 220140000 as on March 31 2022 divided into 22014000equity shares of Rs. 10/- each.
5. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company does not have any Subsidiary or Associate Company and Joint Venture.
6. TRANSFER TO RESERVES
For the financial year ended on March 31 2022 the Company do not propose to transferany amount to the General Reserves.
Your Company adequately divides its profits between itself and its shareholders thusalways strives to maintain a balance by providing an appropriate return to theShareholders while simultaneously retaining a reasonable portion of the profit to maintainhealthy 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 shareholdershad declared the final dividend for the financial year 2020-21 of Rs. 0.25/-(2.5%) perequity share. Also the Board of directors at its meeting held on May 30 2022 hasrecommended a final dividend of Rs. 0.50/- (5%) per equity share for the Financial year2021-22 and the same is subject to the approval of shareholders at the ensuing 15thAnnual General Meeting of the Company. The proposed Final Dividend pay-out will be of Rs.110.07 Lakhs (excl TDS). The Register of Members and Share Transfer Books will remainclosed from 18th August 2022 to 24th August2022 i.e. for sevendays
(both days inclusive) for the purpose of payment of the dividend for the financial yearended March 31 2022.
8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Section 124 of the Companies Act 2013 ("the Act") read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("the Rules") as amended mandate the companies to transfer the dividendthat has remained unclaimed/un-encashed for a period of seven years from the date oftransfer 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 orencashed for seven consecutive years or more be transferred to the IEPF.
It is hereby informed that pursuant to Section 124 of the Act and the applicable Rulesthe shares on which dividend has not been paid or claimed by the shareholders for sevenconsecutive years or more shall also be transferred to the demat account of IEPFAuthority. During the financial year under review there were no funds/shares which wererequired to be transferred to Investor Education and Protection Fund (IEPF) by the CompanyThe same is available on the Company's website i.e. www.dynamiccables.co.in
9. MATERIAL CHANGES & COMMITMENTS
In pursuance of Section 134(3) (l) of the Companies Act 2013 No material changes andcommitments have occurred after the end of the financial year to which the financialstatements relate till the date of this report affecting the financial position of theCompany.
10. MATERIAL ORDERS
In pursuance of 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.
11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013read with the Companies (Meetings of Board and its Powers) Rules 2014 forms a part of theNotes to the financial statements provided in this Annual Report.
12. CREDIT RATING
During the Financial year 2021-22 on the basis of recent development includingoperational and financial performance of the Company Credit Rating Agency - CRISILRatings Limited has reaffirmed stable rating as follows:
|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
During the financial year ended March 31 2022 all the contracts or arrangements ortransactions that were entered into with related party as defined under the Companies
14. NUMBER OF MEETINGS OF THE BOARD
The details of Board and number of meetings of Audit Committee Nomination &Renumeration Committee Stakeholder Relationship Committee & Finance Committee andCorporate Social Responsibility Committee meetings held during the financial year ended onMarch 31 2022 are set out in the Corporate Governance Report which forms part of thisreport. The gap between two consecutive meetings was held within the time periodstipulated under the Companies Act 2013 Secretarial Standard-1 and the listingregulations. In the financial Year 2021-22 the board meet four times in a year onfollowing dates:
|Name of the Director || || |
Date of Board Meetings and Attendance thereat
Attendance at 14th AGM held on September 06 2021
|June 9 2021 ||August 08 2021 ||November 13 2021 ||January 31 2022 |
|Mr. Rahul Mangal ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Ashish Mangal ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mrs. Shalu Mangal ||Yes ||Yes ||Yes ||- ||Yes |
|Mr. Sumer Singh Punia ||Yes ||Yes ||Yes ||No ||Yes |
|Mr. Ashok Kumar Bhargava ||Yes ||Yes ||Yes ||Yes ||Yes |
|Mr. Saurav Gupta ||Yes ||Yes ||Yes ||No ||Yes |
|Ms. Nehal Sharma ||Yes ||Yes ||Yes ||Yes ||Yes |
15. Directors & Key Managerial Personnel
At the 14th Annual General Meeting the AGM of the Company held on 6thSeptember 2021 following appointment/re-appointment were approved by the members:
1. In accordance with the provisions of the Section152 of the Companies Act 2013 andthe Articles of Association of the Company Mrs Shalu Mangal Non
executive Director of the Company retired by rotation and reappointed in previous AGM.
2. Mr. Sumer Singh Punia (DIN: 0893562) was appointed as Director in previous AGM.
During the year under review the following changes occurred in the Board of Directorsof the Company:
i. Pursuant to provisions of Companies Act 2013 ('Act') and the Articles ofAssociation of the
Company Mr. Rahul Mangal (DIN: 01591411) is liable to retire by rotation and beingeligible offer himself for re-appointment. The Nomination and Remuneration Committee andBoard of Directors have recommended their re-appointment for the approval of theshareholders of the Company in the forthcoming Annual General Meeting of the Company.
ii. During the year under review Mrs. Shalu Mangal (DIN: 00432482) Whole timeDirector of the Company resigned from Directorship with effect from December 18 2021. TheBoard places on record its appreciation for the services rendered by Mrs. Shalu Mangalduring her tenure as Director of the Company.
iii. Ms. Nehal Sharma (DIN: 00013580) Nonexecutive Independent Director of the Companyresigned from Directorship w.e.f. June 03 2022. The Board places on record itsappreciation for the services rendered by Ms. Nehal Sharma during her tenure as Directorof the Company. Although the aforementioned change in board of directors occurred afterthe closure of financial year however your directors find it prudent to keep theirshareholders informed about the said change.
iv. The Board of director has appointed Mrs Shweta Jain as an Additional Director w.e.f3rd June2022 and recommended to appoint her an an Independent Director to themembers of the company in ensuing AGM .
v. The Board of Directors at its meeting held on 21st July 2022 subject toapproval of the shareholders approved the re-appointment of Ashish Mangal (DIN: 00432213)as the Managing Director of the Company for a further period of three years with effectfrom July 22 2022.
vi. The Board of Directors subject to approval of shareholders in the ensuing AGM hasapproved the re-appointment of Mr. Ashok Kumar Bhargava (DIN: 02736069) as an IndependentDirector with effect from November 03 2022. The reappointment is recommended based onknowledge skills experience and performance evaluation of Mr. Bhargava. Accordingly itis
proposed to re-appoint him as an Independent Director (for second term) at the ensuingAnnual General Meeting for a period of 5 (Five) years commencing from November 03 2022.
vii. The Board of Directors (NRC) subject to approval of shareholders in the ensuingAGM has approved the re-appointment of Mr. Saurav Gupta (DIN: 07106619) as an IndependentDirector with effect from June 10 2023. The reappointment is recommended based onknowledge skills experience and performance evaluation of Mr. Bhagava. Accordingly itis proposed to re-appoint him as an Independent Director (for second term) at the ensuingAnnual General Meeting for a period of 5 (Five) years commencing from June 10 2023.
Necessary resolutions for the appointment/ reappointment of aforesaid Directorswherever applicable have been incorporated in the notice convening the ensuing AGM. Asrequired under the SEBI(LODR) and Secretarial Standards on General Meetings issued byICSI the relevant details of Directors retiring by rotation and/or seekingappointment/re-appointment at the ensuing AGM are furnished as Annexure A to the notice ofAGM.
b) Key Managerial Personnel (KMPs)
During the year under review the following changes occurred in the Key ManagerialPersonnel (KMPs)of the Company:
i. Mr. Honey Chordia Company Secretary and Compliance Officer tendered his resignationfrom his post on February 04 2022.
ii. Mr. Yagya Dev Sharma was appointed as the Company Secretary and Compliance Officerwith effect from February 05 2022.
The below Changes in KMP occurred after the closure of financial year however yourdirectors find it prudent to keep their shareholders informed about the said change.
iii. Mr. Yagya Dev Sharma Company Secretary and Compliance Officer tendered hisresignation from his post w.e.f June 15 2022.
iv. Ms. Naina Gupta was appointed as the Company Secretary and Compliance Officer witheffect from 21st July 2022.
16. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given a declaration under section 149(7) of the Actconfirming that they fulfil the criteria of independence as provided under section 149(6)of the Act [including compliance of Rule 5 and 6 of Companies (Appointment andQualification of Directors) Rules 2014] and regulations 16(1)(b) & 25 ofSEBI(LODR).
All the Independent Directors of the Company are registered in the data bank maintainedwith the Indian Institute of Corporate Affairs Manesar ('MCA'). In terms of section 150of the Act read with rule 6(4) of the Companies (Appointment & Qualification ofDirectors) Rules 2014. In the opinion of the Board all Independent Directors possessstrong sense of integrity and having requisite experience (including proficiency)qualification skills and expertise and fulfill the conditions specified in the listingregulations and are independent of the management and affirmed compliance with Code ofConduct as required under Regulation 26(3) of the SEBI (LODR) . For further detailsplease refer Corporate Governance Report.
In the opinion of the Board all the Independent Directors possess the integrityexpertise and experience including the proficiency required to be Independent Directors ofthe Company fulfill the conditions of independence as specified in the Act and theRegulations and are independent of the management and have also complied with the Code forIndependent Directors as prescribed in Schedule IV of the Companies Act 2013.
17. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of Companies Act 2013 and Regulation 17 of ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance and that of its statutory committee's viz. Audit Committee StakeholderRelationship Committee Nomination and Remuneration Committee Corporate SocialResponsibility Committee and that of the individual Director
The performance of the board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The above criteria arebroadly based on the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India.
In a separate meeting of independent directors held on January 30 2022 performance ofnon-independent directors the Board as a whole and Chairman of the Company was evaluatedtaking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee in their meeting held on August08 2021 reviewed the performance of individual directors on the basis of criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.
At the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the Board its Committeesand individual directors was also discussed. Performance evaluation of independentdirectors was done by the entire Board excluding the independent director beingevaluated.
The Company is pleased to announce that the overall evaluation showed the performanceof your board its committees and directors as highly satisfactory.
18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Companies Act 2013 and the ListingRegulations the Company has put in place a familiarization programme for the IndependentDirectors to familiarize them with their role rights and responsibility as Directorsthe working of the Company nature of the industry in which the Companyoperates businessmodel etc. The details of such familiarization programmes imparted to IndependentDirectors are posted on the website of the Company at https://www.dynamiccables.co.in/Familiarization-Programme-for- Independent-Directors.pdf.
19. AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
Pursuant to Section 139 of Companies Act 2013 M/s Madhukar Garg &CompanyChartered Accountants (FRN: 000866C) the Statutory Auditors of the Company were appointedat 11th Annual General Meeting (AGM) of the Company held on 30thSeptember 2018 for a period of five years subject to the ratification at every AGM. TheCompany has received confirmation from the Auditors that they are eligible to continue asthe statutory auditors of the Company.
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 Annual GeneralMeeting of the Company and therefore it is not required to ratify the appointment everyyear.
The Auditor's Report for the financial year 2021-22doesn't contain any reservationqualification or adverse remark. As per sub section 12 of Section 143 of Companies Act2013 during the financial year no fraud was reported by the Statutory Auditor of theCompany in their Audit Report.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder M/s. V. M. & Associates Company Secretaries (FRN P1984RJ039200) wasappointed as Secretarial Auditors to conduct the secretarial audit of the Company for thefinancial year 2021-22.
The Secretarial Audit Report by M/s V.M. & Associates Company Secretaries inrespect of the secretarial audit of the Company for the financial year ended March 312022 is annexed herewith and marked as Annexure - B to this Report.
Explanation to the observations in secretarial audit report:
The Secretarial audit report for the year 2021-22 contains following observations.
i. Non-compliance of Regulation 23(9) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 for delay insubmission of disclosure of related party transactions to Stock Exchange for the half yearended on September 2021
ii. Non-compliance of Regulation 17(1) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 with the requirementspertaining to the composition of the Board of Directors of the Company for the quarterended on June 2021 September 2021 and December2021
In this regard it is submitted that
I) The Company has received the Notice regarding the NonCompliance/Delayed ComplianceunderRegulation 23(9) of Securities and Exchange Board of India (Listing Obligations andDisclosure
Requirements) Regulations 2015 for delay in submission of disclosure of related partytransactions to Stock Exchange for the half year ended on September 2021. The Company hasdelayed in filing due to procedural oversight. The Company has paid the monetary finestowards the same.
II) The Company has received the Notice regarding the Non-compliance of Regulation17(1) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the requirements pertaining to the composition of theBoard of Directors of the Company for the quarter ended on June 2021 September 2021&December 2021. The company was listed on the SME platform of BSE Limited dated December14 2017 and migrated to Main Board with effect from 1st October 2020. Companyhas always made due compliance of the applicable provisions of Listing Regulations fromtime to time. The Company is having a woman director on the Board since its applicabilityto the Company and till date. The company duly rectified as soon as it came to itsknowledge. In order to rectify the non-compliance Mrs. Shalu Mangal (Promoter andExecutive Director) has stepped down from the Board of the Company with effect fromDecember 18 2021. The same has been intimated to the Bombay Stock Exchange on 18December 2021. The Company has paid monetary fines towards the quarter September 2021 andDecember 2021 and for June 2021 Company has submitted the waiver request to the Exchange.
In relation to the above non compliances the Company has paid the fine whereverlevied by the Stock Exchanges within the due timeline.
Further pursuant to the Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with SEBI Circular No CIR/ CFD/CMD1/27/2019 datedFebruary 08 2019 the Annual Secretarial Compliance Report for the financial year2021-2022 was filed with BSE Limited on May 30 2022. In terms of section 204 of theCompanies Act 2013 on the recommendation of the Audit Committee the Board of Directorsof the Company appointed M/s. V. M. & Associates as the Secretarial Auditor of theCompany for the financial year 2022-2023. During the financial year 2021-22 no fraud wasreported by the Secretarial Auditor of the Company in their Audit Report.
(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 Companyhas appointed M/s Maharwal& Associates (FRN: 101556) as Cost Auditors for thefinancial year 2021-22.
The Company has received Cost Audit Report on the cost accounts of the Company for thefinancial year ended on March 31 2022 and the same will be filed with Ministry ofCorporate Affairs (MCA) within the prescribed time limit provided under the Companies Act2013 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 202223. 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 notice ofthe ensuing Annual General Meeting of the Company
During the financial year 2021-22 no fraud was reported by the Cost Auditor of theCompany in their Audit Report.
(d) Internal Auditor
In accordance with the provisions of Section 138 of the Companies Act 2013 and rulesmade thereunder the Board of Directors of the Company has appointed M/s RitulPatwa &Company Chartered Accountants (FRN: 017878C) as the Internal Auditors to conduct theInternal Audit of the Company for the Financial Year 2021-22.
The Company has received consent from M/s Ritul Patwa & Company CharteredAccountant (FRN: 017878C) to conduct internal audit of the Company for the financial yearending March 31 2022. Further the Board has appointed M/s Ravi Sharma & CoChartered Accountant (FRN: 015143C) as Internal Auditors of the Company for the FinancialYear 2022-23. They have confirmed their eligibility for the said appointment and has alsogiven written consent to act as Internal Auditors of the Company.
During the financial year 2021-22 no fraud was reported by the Internal Auditor of theCompany in their Audit Report.
20. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibitionof Insider Trading)Regulations 2015 and amendments thereto the Company has in place
a Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation ("Code"). The code inter alia prohibits purchase/sale of shares ofthe Company by its Designated Persons and other connected persons while in possession ofUnpublished Price Sensitive Information in relation to the Company and during the periodwhen the trading window is closed. The Code is available on the Company's website i.e.https://www.dvnamiccables.co.in/CODE-QF%20PRACTICES-AND- PROCEDURES-FOR-FAIR-DISCLOSURE-OF-UPSI.pdf
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a mechanism for directors and employees to report concernsabout unethical behaviour actual or suspected fraud or violation of the Code of Conductof the Company. It also provides for adequate safeguards against the victimization ofemployees who avail the mechanism and allows direct access to the chairperson of theaudit committee in exceptional cases.
During the year no person was denied access to the audit committee and there was nowhistle blower event reported during the financial year 2021-22.The policy providessystematic mechanism to report the concerns and adequate safeguards against thevictimization if any. The policy is available on the website of the Company i.e.https://www.dynamiccables.co.in/whistle-blower- policy.pdf
22. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year underreview 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 CSRCommittee kindly refer to the Corporate Governance Report which is a part of thisreport. The Company has CSR Policy in place and the same can be accessed athttps://www.dynamiccables.co.in/CSR- Policy.pdf
23. 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 various levels 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
Fluctuations in Foreign Exchange
Our risk management approach is composed primarily of three components:
Risk Assessment and Control.
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 Organization'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.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company recognises its duty to provide safe and secure working environment at theworkplace and thus in line with the requirements of the Sexual Harassment of Women at theworkplace (Prevention Prohibition and Redressal) Act 2013 the Company hasin place aPolicy for prevention of Sexual Harassment of Women at the workplace and has also set upan Internal Complaints Committee (ICC) to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.
Your Board takes pride in presenting the summary of sexual harassment complaintsreceived and disposed of during the year 2021-22:
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
25. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2022 is available on the Company's website at https://www.dvnamiccables.co.in/Annual-Report-2021-22.pdf
During the financial year under review your Company has neither invited nor acceptedor renewed any fixed deposit from public in terms of provisions of Section 73 to 76 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Noamount of principal or interest was outstanding as on March 312022. Please refer NoteNo.15&41of financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies(Acceptance of Deposits) Rules 2014 for borrowings from directors.
27. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
Your Company has adopted policies and procedures adequate with the size of its businessoperations for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention and detectionof fraud error reporting mechanisms accuracy and completeness of the accounting recordsand timely preparation of reliable financial disclosures. For more details refer to the'Internal control systems and their adequacy' section in Management's discussion andanalysis which forms part of this Annual Report.
During the financial year under review the Statutory Auditor in their Report on theInternal Financial Controlwith reference to financial statements for the financial year2021-22 has given unmodified report.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during the year under review.
28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Companycontinuously strives to conserve energy adopt environment friendlypractices and employ sustainable 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 Companies Act 2013 read withrules made thereunder is annexed herewith and marked as Annexure- D to this report.
29. NOMINATION AND REMUNERATION POLICY
In compliance with Section 178 of the Companies Act 2013 the Nomination andRemuneration Policy of the Company has been designed to keep pace with the dynamicbusiness environment and market linked positioning. The Policy has been duly approved andadopted by the Board pursuant to recommendations of Nomination and Remuneration
Committee of the Company and is duly available on the website of the Company atfollowing link: https://www.dynamiccables.co.in/nomination-&-remuneration-policy.pdf
30. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on appointment of directors is available on the Company's websiteon https://www. dvnamiccables.co.in/Policv-on-Diversitv-of-Board-of- Directors.pdf
The policy on remuneration and other matters provided in Section 178(3) of theCompanies Act 2013 has been disclosed in the Corporate Governance Report which is a partof this report and is also available on the Company's website onhttps://www.dynamiccables.co.in/nomination- &-remuneration-policy.pdf
31. CORPORATE POLICIES
Your Board seeks to promote and follow the highest level of ethical standards in allour business transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (as amended) mandate the formulation of certainpolicies for all listed companies. The corporate governance policies are available on theCompany's website at https://www.dynamiccables. co.in/policies-codes.htmlThepolicies are reviewed periodically by the Board and updated as needed. During the year theBoard revised and adopted some of its policies.
32. PARTICULARS OF EMPLOYEES
The information under Section 197 of the Act 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 theemployees of the Company and percentage increase in remuneration of each Director ChiefFinancial 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* ||- ||- |
|Ashok Kumar Bhargava* ||- ||- |
|Saurav Gupta* ||- ||- |
|Name ||Ratio to median remuneration ||% increase in remuneration in financial year |
|Executive Director: || || |
|Ashish Mangal ||61.27 ||0 |
|Shalu Mangal ||26.04 ||0 |
|Chief Financial Officer: || || |
|MurariLalPoddar ||10.32 ||11.34 |
|Company Secretary: || || |
|Honey Chordia ||3.08 ||17.76 |
|Yagya Dev Sharma ||3.33 ||0 |
*No remuneration paid except payment of eligible sitting fees.
* Mrs. Shalu Mangal resigned from the directorship w.e.f. 18th December2021
* Honey Chordia resigned from the post of Company Secretary on 4th February2022
(ii) The percentage increase in the median remuneration of employees in the financialyear is 13.21%
(iii) The total number of permanent employees on the rolls of Company: 595
(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
- Average increase in the remuneration of all employees excluding KMP is 13.01%
- Average increase in the remuneration of KMP is 12.60%
(v) Increase in salary is based on the Company's performance individual performance.It is hereby affirmed that the remuneration is as per the remuneration policy of theCompany.
(vi) The statement containing particulars of employees as required under rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thestatement showing the names of the top 10 employees in terms of remuneration drawn duringthe year is given herein below:
|s No Name of Employee ||Designation ||Remuneration (Rs. in lakhs) ||Nature of employment (contractual or otherwise) ||Qualification ||Experience (in yrs.) ||Date of commencement of employment ||Age || |
Last employment Whether held by such Relative of the employee before Director if yes joining the name of the Company Director
|Percentage of equity shares held by the employee in the Company |
|1. Mr. Ashish Manga || |
Managing Director 120.00
|Contractua ||B.Com ||26 ||03.04.2007 ||47 ||Own Business ||Husband of Mrs. Shalu Mangal & brother of Mr. Rahul Mangal ||34.91 |
|2. Mrs. Shalu Mangal ||Wholetime Director til December 18 2021 after appointed as an VP accounts ||Rs 36.46 lakhs as an WTD and Rs 5.00 lakhs as an VP Accounts ||Contractua ||MBA ||14 ||22.07.2017 ||43 ||Own Business ||Wife of Mr. Ashish Manga ||0.10 |
|3. Mr. Murari Lai Poddar ||CFO ||20.22 ||Onroll Employee ||CA ||23 ||14.06.2003 ||50 ||Wires & Fabrics (S.A) Ltd. ||- ||- |
|4. Mr. ManavalanSrinivasan ||Vice President ||17.66 ||Onroll Employee ||Graduate (Economics) ||33 ||06.02.2018 ||61 ||Diamond Power Infrastructure Ltd. ||- ||- |
|5. Mr. PijusManda ||General Manager (Production) ||18.80 ||Onroll Employee ||PG in BSM BE (ECS) ||24 ||25.04.2020 ||49 ||Sterlite Power Transmission ||- ||- |
|6. Mr. Harnath Singh Bhati ||General Manager (Maintenance) ||15.26 ||Onroll Employee ||Dip in Mech. Engg ||20 ||01-10-2019 ||54 ||Dynamic Metals ||- ||- |
|7. Mr.Ashok Kumar Sharma ||Assistant Vice president ||15.16 ||Onroll Employee ||B.E MBA ||18 ||01.04.2016 ||56 ||Krishna Electricals Industries Ltd. ||- ||- |
|8. Mr. VijaykumarKushnappa ||Vice President ||14.43 ||Onroll Employee ||B.Sc (Mathematics) ||44 ||13.08.2018 ||66 ||Diamond Power Infrastructure Ltd. ||+ ||- |
|9. Mr. Mahesh Inderjit ||Senior General Manager ||12.20 ||Onroll Employee ||B.sc ||28 ||20.08.2021 ||57 ||Ravin Cables ||- ||- |
|10. Mr. MistryUmesh bhai Natavarla ||Assistant General Manager ||11.86 ||Onroll Employee ||Master of Science ||18 ||26.04.2021 ||41 ||Hind Aluminium Industries Ltd ||- ||- |
33. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report forming part of this Annual Report andhas been annexed with the Board's Report. The Management Discussion and Analysis Report isannexed herewith as Annexure-E
34. CORPORATE GOVERNANCE
Your board has put their sincere efforts in doing a good job by following goodgovernance practices. Accordingly the Company has complied with the requirements ofcorporate governance as stipulated under the Listing Regulations. The corporate governancereport and certificate from practicing Company Secretary confirming compliance ofconditions as required by Regulation 34(3) read with Part E of Schedule V of the ListingRegulations form part of the Board's Report.
35. LISTING OF SHARES
Your Company's shares are listed at BSE Limited and the annual listing fees for theyear 2021-22has been duly paid.
36. 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 withall the applicable Secretarial Standards.
37. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act 2013 the Board of Directors herebyconfirms and accepts the responsibility for the following in respect of the AuditedFinancial Statements for the financial year ended March 312022:
i. In the preparation of the annual accounts the applicable accounting standards hadbeen
followed along with proper explanation relating to material departures;
ii. that the directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
iii. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 March31 2022 on a going concern basis;
v. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
38. OTHER DISCLOSURES
The Company has not issued any shares with differential voting rights/ sweatequity shares.
There was no revision of financial statements and Board's Report of the Companyduring the year under review;
There has been no change in the nature of business of the Company as on the dateof this report;
No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable;
The Directors place on record their appreciation for the assistance help and guidanceprovided to the Company
Place: Jaipur Date: 21.07.2022
by the Bankers Auditors Financial Institution(s) and Authorities of Central and StateGovernment(s) from time to time. The Directors also place on record their gratitude toemployees and shareholders of the Company for their continued support and confidencereposed in the management of the Company.
For and on behalf of Board of Directors For Dynamic Cables Limited
Chairman (DIN: 01591411)
F-260 Road No. 13 VKI Area Jaipur 302013 (Rajasthan)