The Board of Directors are pleased to present its Seventh Annual Report on the operations of DCG CABLES & WIRES LIMITED ("the Company") and the Standalone Audited Financial Statements for the Financial Year ended March 31, 2024.
FINANCIAL HIGHLIGHTS:
The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2024 is as under:
(Rs. in Lakhs)
|
PARTICULARS
|
STANDALONE -
|
STANDALONE -
|
|
FINANCIAL
|
FINANCIAL
|
|
STATEMENTS-YEAR
|
STATEMENTS-YEAR
|
|
ENDED
|
ENDED
|
|
MARCH 31, 2024
|
MARCH 31, 2023
|
Revenue from Operations
|
10,110.29
|
5,452.47
|
Other Income
|
7.32
|
2.71
|
Total Income
|
10117.61
|
5455.18
|
Expenses:
|
|
|
- Cost of Material Consumed
|
8618.24
|
5077.62
|
- Purchase of Stock-in T rade
|
-
|
-
|
- Other Operating & Manufacturing Cost
|
50.71
|
35.93
|
- Changes in Inventories
|
(377.01)
|
(147.43)
|
- Employee benefits Expenses
|
120.24
|
71.89
|
- Finance Costs
|
292.07
|
97.66
|
- Depreciation and Amortization Expenses
|
103.72
|
27.57
|
- Other Expenses
|
87.10
|
60.50
|
Total Expenses
|
8895.04
|
5223.75
|
Profit / (Loss) before exceptional and extraordinary Items and tax
|
1,222.57
|
231.43
|
Prior Period Items
|
3.51
|
-
|
Profit / (Loss) after Extra Ordinary Items and before tax
|
1,219.06
|
231.43
|
Tax Expense:
|
333.89
|
63.05
|
A) Current Income Tax
|
337.58
|
62.85
|
B) Deferred Tax (Assets)/Liabilities
|
(3.70)
|
0.20
|
Profit / (Loss) After Tax
|
885.17
|
168.38
|
STATE OF COMPANY'S AFFAIRS AND OPERATIONS:
Your Company was originally incorporated as 'DCG Copper Industries Private Limited' as Private Limited Company under the provisions of Companies Act, 2013 vide Certificate of Incorporation dated September
29, 2017 bearing Corporate Identification Number U36999GJ2017PTC099290 issued by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, Govt. of India. Subsequently, the name of our company has changed from 'DCG Copper Industries Private Limited' to 'DCG Cables & Wires Private Limited" vide Fresh Certificate of Incorporation dated August 10, 2023 bearing Corporate Identification Number U36999GJ2017PTC099290. Further, our Company was converted in to a public limited Company pursuant to a special resolution passed by our shareholders at the EGM held on August 11, 2023 and consequently the name of our Company was changed to 'DCG Cables & Wires Limited' and a fresh certificate of incorporation was issued by the Registrar of Companies, Ahmedabad dated August 24, 2023. The CIN of the Company is U36999GJ2017PLC099290.
Initial Public Offer (IPO) and Listing at SME Platform of National Stock Exchange of India Limited ("NSE Emerge"):
During the year 2023-24, the Company initiated the process of Initial Public Offer (IPO) for 49,99,200 Equity shares of Rs. 10/- each at an issue price of Rs. 100/- having an issue size of Rs. 4999.20 lakh. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on April 16, 2024.
DIVIDEND:
To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2023-24.
TRANSFER TO RESERVES:
During the year, the Board of your Company has not appropriated / transferred any amount to the reserves. The profit earned during the year has been carried to the balance sheet of the Company as part of the Profit and Loss Account.
CHANGE IN NATURE OF BUSINESS:
The details of the same are as stated in the section on "State of Company's Affairs and Operations" and the Company continues to be in the same line of business as stated in main objects of the existing Memorandum of Association.
CHANGE IN CAPITAL STRUCTURE:
During the year under review, the following changes have been taken place in the Paid-up Share Capital of your Company:
During the year 2023-24, the Company initiated the process of Initial Public Offer (IPO) for 49,99,200 Equity shares of Rs. 10/- each at an issue price of Rs. 100/- having an issue size of Rs. 4999.20 lakh. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on NSE Emerge on April 16, 2024.
During the year under review, on May 1, 2023, the Board allotted 400 equity shares on Right basis having face value of Rs. 10 each at par. Mr. Jayesh Borisa, Ms. Varshaben Borisa, Mr. Sunil Parikh and Ms. Jalpa Parikh were allotted 100 shares each.
At the end of the financial year 2023-24, the paid up share capital of the company was Rs. 13,15,04,000 comprised of 1,31,50,400 equity shares of Rs. 10 each and pursuant to the IPO, the Company alloted equity shares on April 12, 2024 and accordingly the Paid Up Share Capital was increased to Rs. 18,14,96,000 comprised of 1,81,49,600 equity shares of Rs. 10 each.
DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM PUBIC ISSUE:
Your Company got listed on NSE Emerge on April 16, 2024, and till date of Board's Report Company has utilized funds in the objects as stated in offer document and there were no deviations or variations in utilization of funds raised from the public.
TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under 2023-24, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2013.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):
• Board of Directors and KMPs:
The Board of Directors of the Company consists of:
a) Mr. Devangbhai Patel, Managing Director
b) Mr. Harshadbhai Patel, Non-Executive Director & Non-Independent Director
c) Ms. Ushaben Patel, Non-Executive & Non-Independent Director
d) Mr. Utkarsh Shah, Non-Executive & Independent Director
e) Ms. Dhruvi Patel, Non-Executive & Independent Director
f) Mr. Aayush Shah, Non-Executive & Independent Director
g) Mr. Akshay Jain, Chief Financial Officer
h) Ms. Shwetal Maliwal, Company Secretary and Compliance Officer
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
• Appointment/ Cessation of Directors/KMPs:
During the year 2023-24, following changes took place in the board composition as under:
Name of Director / KMP
|
Date of
Appointment / Regularization
|
Date of Change in Designation / Cessation
|
Reasons for changes in the Board
|
Ankit Agarwal
|
September 26, 2023
|
-
|
Appointed as Independent and Non- Executive Director
|
Drashti Solanki
|
September 26, 2023
|
-
|
Appointed as Independent and Non- Executive Director
|
Ankit Agarwal
|
-
|
October 26, 2023
|
Due to personal Reasons they resigned from the Company
|
Drashti Solanki
|
"
|
October 26, 2023
|
Due to personal Reasons they resigned from the Company.
|
Aayush Shah
|
September 26, 2023
|
-
|
Appointed as Independent and Non- Executive Director
|
Devangbhai Patel
|
-
|
September 26, 2023
|
Appointed as Managing Director
|
Name of Director / KMP
|
Date of
Appointment / Regularization
|
Date of Change in Designation / Cessation
|
Reasons for changes in the Board
|
Utkarsh Shah
|
October 26, 2023
|
“
|
Appointed as Independent and Non- Executive Director
|
Dhruvi Patel
|
October 26, 2023
|
-
|
Appointed as Independent and Non - Executive Director
|
Akshay Jain
|
August 25, 2023
|
-
|
Appointed as Chief Financial Officer
|
Shwetal Ritesh Maliwal
|
June 01, 2023
|
-
|
Appointed as Company Secretary and Compliance Officer
|
• Retired by Rotation:
Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof Mr. Harshadbhai Patel, (DIN: 07628969) and Ms. Ushaben Patel (DIN: 07628958) retires by rotation at the ensuing and being eligible, offer themselves for re-appointment. The Board recommends the reaforesaid appointments.
• Declaration by the independent directors:
The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
• Disclosure by directors:
The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to compliance with the Code of Conduct of the Company. Further, a certificate of nondisqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by M/s B.S. Vyas & Associates Practising Company Secretary, Ahmedabad is annexed at "Annexure D".
MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 2023-24, twenty-four Board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are as under:
Name of Directors
|
Designation
|
No. of Board meeting
(eligible to attend during the tenure)
|
No. of Board meeting attended
|
Mr. Devangbhai Patel
|
Managing Director
|
24
|
24
|
Mr. Harshadbhai Patel
|
Non-Executive Director
|
24
|
24
|
Ms. Ushaben Patel
|
Non-Executive Director
|
24
|
24
|
Mr. Utkarsh Shah*
|
Non-Executive Independent Director
|
9
|
9
|
Name of Directors
|
Designation
|
No. of Board meeting
(eligible to attend during the tenure)
|
No. of Board meeting attended
|
Ms. Dhruvi Patel*
|
Non-Executive Independent Director
|
9
|
9
|
Mr. Aayush Shah$
|
Non-Executive Independent Director
|
11
|
11
|
Mr. Ankit Agarwal@
|
Non-Executive Independent Director
|
3
|
3
|
Ms. Drashti Solanki@
|
Non-Executive Independent Director
|
3
|
3
|
* appointed as Non-Executive Independent Director on October 26, 2023 $ appointed as Non-Executive Independent Director on September 26, 2023
@ appointed as Non-Executive Independent Director on September 26, 2023 and resigned from the said position on October 26, 2023
The Company, being listed under SME segment, the provisions relating to Corporate Governance and number of memberships in committees are not applicable.
None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act, 2013, except Mr. Harshadbhai Patel is the Husband of Mrs. Ushaben Patel and Father of Mr. Devang Patel.
COMMITTEES OF THE BOARD OF DIRECTORS:
The following Statutory Committees have been constituted by the Board of Directors of the Company:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
1. Audit Committee:
The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of Directors held on November 17, 2023 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises following members.
Sr.
No.
|
Name of Members
|
Category
|
Designation
|
1.
|
Utkarsh Shah
|
Independent Director
|
Chairman
|
2.
|
Dhruvi Patel
|
Independent Director
|
Member
|
3.
|
Aayush Shah
|
Independent Director
|
Member
|
The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and its terms of reference shall include the following:
(i) Terms of reference of the Audit Committee is as under:
The scope of audit committee shall include, but shall not be restricted to, the following:
1. Oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
I. matters required to be included in the director's responsibility statement to be included in the
board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
II. changes, if any, in accounting policies and practices and reasons for the same;
III. major accounting entries involving estimates based on the exercise of judgment by management;
IV. significant adjustments made in the financial statements arising out of audit findings;
V. compliance with listing and other legal requirements relating to financial statements;
VI. disclosure of any related party transactions;
VII. modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.
(ii) Meetings:
During the year 2023-24, three meetings of the Committee were held.
2. Nomination and Remuneration Committee:
The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated November 17, 2023. The Nomination and Remuneration Committee comprises the following members:
Sr.
No.
|
Name of Members
|
Category
|
Designation
|
1.
|
Utkarsh Shah
|
Independent Director
|
Chairman
|
2.
|
Dhruvi Patel
|
Independent Director
|
Member
|
3.
|
Aayush Shah
|
Independent Director
|
Member
|
The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration
Committee. The scope and function of the Committee and its terms of reference shall include the following:
(i) Terms of reference of the Nomination and Remuneration Committee is as under:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
3. formulation of criteria for evaluation of performance of independent directors and the board of directors;
4. devising a policy on diversity of board of directors;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.
6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
7. recommend to the board, all remuneration, in whatever form, payable to senior management.
(ii) Meetings:
During the year 2023-24, no meetings of the Committee were held.
(iii) Nomination and remuneration Policy:
The Board of Directors of the Company has, on the recommendation of Nomination and
Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said
policy is available on the website of the Company at https://dcgcableswiresltd.com/policies/
Salient features of the policy dealing with nomination and remuneration are as under:
Nomination Criteria
1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
Remuneration:
1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee based on the performance, experience and expertise and will be recommended to the Board for its approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.
2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the rules made there under.
3. Increments to the existing remuneration / compensation structure, based on the performance may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.
4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel.
3. Stakeholders Relationship Committee:
The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated November 17, 2023.
The constituted Stakeholders Relationship Committee comprises the following members:
Sr.
No.
|
Name of Members
|
Category
|
Designation
|
1.
|
Utkarsh Shah
|
Independent Director
|
Chairman
|
2.
|
Dhruvi Patel
|
Independent Director
|
Member
|
3.
|
Aayush Shah
|
Independent Director
|
Member
|
The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.
(i) Terms of reference of the Stakeholders Relationship Committee is as under:
The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:
1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
(ii) Meetings:
During the year 2023-24, no meetings of the Committee were held.
DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:
There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and therefore, disclosure relating to the same is not applicable.
FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:
The requirement of performance evaluation of the Board in terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, was not applicable to the Company during the period under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is attached to this Report as "Annexure A".
PARTICULAR OF EMPLOYEES:
The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as "Annexure B" to this report.
During the year under review, there was no employee whose remuneration was in excess of the limits prescribed under Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:
As on March 31, 2024, the Company had Mangalam Envago Products Private Limited as its subsidiary. A statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) is attached as "Annexure C" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.
AUDITORS:
Statutory Auditors:
M/s. Patel & Panchal, Chartered Accountants are the Statutory Auditors of the Company for a period of five years from the financial year 2023-24 to financial year 2027-28 i.e. till the conclusion of the annual general meeting of the Company to be held in the year 2028.
The Notes to the financial statements referred in the Auditors' Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.
Reporting of frauds by Auditors:
During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors' Report.
COST AUDITOR:
M/s. Kiran J. Mehta & Co., Practicing Cost Accountants - Ahmedabad, Gujarat, (Firm Registration Number: 000025) have been appointed by the Board for FY 2024-25 to conduct the audit of the cost records of the Company's manufacturing division under the Companies (Cost Records and Audit) Rules, 2014.
There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and company's operations in future.
DEPOSITS:
The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 and rules there under.
CORPORATE GOVERNANCE:
The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on NSE Emerge Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees or investments, if any, made during the Financial Year 2023-24, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2024.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states:
a) in the Preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit /loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROL:
The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee company's financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.
RELATED PARTY TRANSACTIONS:
All the Related Party Transactions which were entered into during the Financial Year 2023-24 were at arm's length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this report as "Annexure E".
ANNUAL RETURN:
As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at https://dcgcableswiresltd.com/investor-information/#
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as "Annexure F".
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has in place a policy on "Prevention of Sexual Harassment", through which the Company addresses complaints of sexual harassment at the all workplaces. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.
RISK MANAGEMENT AND ITS POLICY:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors of the Company.
The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at https: //dcgcableswiresltd .com/policies/
PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
ACKNOWLEDGEMENT:
Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive Staff and Team Members at all levels.
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