To,
The Members of
Dynamic Cables Limited
The Board of Directors of your Company are pleased to present the 17th Annual Report on
the business, operations and state of affairs of the Company together with the Audited
Financial Statements for the Financial Year ended on March 31, 2024
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Company has recorded the following eminent financial performance, for the year
ended on March 31, 2024:
|
|
(Rs. in lakhs) |
Particulars |
Year ended March 31, 2024 |
Year ended March 31, 2023 |
Revenue from Operation |
76,800.36 |
66,863.02 |
Other income |
348.86 |
311.75 |
Total Income |
77,149.22 |
67174.77 |
Profit before Finance costs and Depreciation |
8,076.86 |
6,589.14 |
Finance Cost |
2,074.09 |
1,622.62 |
Depreciation |
926.19 |
791.17 |
Profit before Tax |
5,076.58 |
4,175.35 |
Income Tax Expenses |
1,299.44 |
1,074.00 |
Profit after Tax |
3,777.14 |
3,101.35 |
Earning Per Share |
|
|
Basic (in INR) |
17.16 |
14.09 |
Diluted (in INR) |
17.16 |
14.09 |
The Financial Statements of the Company have been prepared in accordance with the
Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting
Standards) Rules, 2015 read with Section 133 and other relevant provisions of the
Companies Act, 2013.
2. OVERVIEW OF COMPANY'S OPERATIONAL AND PERFORMANCE HIGHLIGHTS
Your Company is engaged in the business of manufacturing and supply of cables and
conductors 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, 2024.
During Financial year 2023-24, your company witnessed growth of 15% by achieving Rs.
76,800.36 lakhs revenue from operations as compared to Rs. 66,863.02 lakhs in previous
financial year and delivered Net Profit after Tax (PAT) of Rs. 3,777.14 lakhs as compared
to Rs. 3,101.35 in last financial year. The Company's overall performance during the
Financial Year 2023-24 was robust resulting in improvement in all operational and
financial parameters. For more details, please refer to the Management Discussion and
Analysis Report (MDAR), forming part of this Report in Annexure F, which,
inter-alia, deals adequately with the operations as well as the current and future outlook
of the Company.
3. CHANGE IN CAPITAL STRUCTURE
The capital structure of the Company remained unchanged during the financial year
2023-24. As on March 31, 2024, the Authorised share capital of the Company is Rs.
23,00,00,000 (Rupees Twenty Three Crores only) divided into 2,30,00,000 (Two Crores and
Thirty Lakh) Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) and the Issued,
subscribed and Paid up Equity Share Capital is Rs. 22,01,40,000 (Rupees Twenty Two Crores
One Lakh and Forty Thousand only) divided into 2,20,14,000 (Two Crores Twenty Lakh and
Fourteen Thousand ) equity shares of Rs. 10/- (Rupees Ten) each.
4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary, associate and joint venture Company within
the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.
5. TRANSFER TO RESERVES
The Board of Directors has not proposed to transfer any amount to Reserves of the
Company during the year under review
6. DIVIDEND
Your Company adequately divides its profits between itself and its shareholders, thus
always strives to maintain a balance by providing an appropriate return to the
Shareholders while simultaneously retaining a reasonable portion of the profit to maintain
healthy 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 shareholders
had declared the final dividend for the financial year 2022-23 of Rs. 0.50/- (5%) per
equity share. Also, the Board of directors at its meeting held on May 14, 2024 has
recommended a final dividend of Rs. 0.50/- (5%) per equity share for the Financial year
2023-24 and the same is subject to the approval of members at the 17th Annual General
Meeting to be held on Wednesday, July 31, 2024.
The proposed dividend, subject to approval of Shareholders in the ensuing Annual
General Meeting of the Company, would result in appropriation of Rs. 110.07 lakhs (net of
TDS). The Register of Members and Share Transfer books will remain closed from Thursday,
July 25, 2024 to Wednesday, July 31, 2024 (both days inclusive) for the purpose of payment
the dividend for the financial year March 31, 2024.
7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Section 124 of the Companies Act, 2013, read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
Rules), as amended, mandate the companies to transfer the dividend that has remained
unclaimed/un-encashed for a period of seven years from the date of transfer 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 or encashed for seven
consecutive years or more be transferred to the IEPF.
During the financial year under review, there were no funds/shares which were required
to be transferred to Investor Education and Protection Fund (IEPF) by the Company. The
details of unpaid/unclaimed dividend is available on the Company's website i.e.
www.dynamiccables.co.in
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of
the Annual Report, and is attached herewith as Annexure-F.
9. MATERIAL CHANGES & COMMITMENTS
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.
10. MATERIAL ORDERS
No significant or material orders were passed by the Regulators or Courts or Tribunals
impacting 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, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the
Note No. 3 to the financial statements provided in this Annual Report.
12. CREDIT RATING
During the Financial year 2023-24, on the basis of recent development including
operational and financial performance of the Company. Company has obtained credit rating
from
CRISIL and India Ratings and Research Private Limited are as follows:
|
CRISIL Ratings on the bank facilities of Dynamic Cables Limited |
Long Term Rating |
CRISIL A-/Stable (Upgraded from 'CRISIL BBB+/Positive') |
Short Term Rating |
CRISIL A2+ (Upgraded from 'CRISIL A2') |
*CRISIL has upgraded rating on banking facilities on January 25, 2024
India Ratings and Research (Ind-Ra) Ratings on the bank facilities of Dynamic Cables
Limited
Fund-based working capital limits |
Affirmed IND A-/Stable/IND A1 |
Non-fund-based working capital limits |
Assigned IND A1 |
Term loan |
Affirmed IND A-/Stable |
*India Ratings and Research has affirmed/assigned the credit ratings banking facilities
on January 19, 2024
13. RELATED PARTY TRANSACTIONS
All the related party transactions during the year are entered on arm's length basis
and are in compliance with the applicable provisions of the Companies Act, 2013 and
Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions entered into by the Company
with Promoters, Directors or KMP etc., which may have potential conflict with the interest
of the company at large. All related party transactions are first approved by the Audit
Committee and thereafter placed before the Board for their consideration and approval. A
statement of all related party transactions is presented before the Audit Committee
meeting on quarterly basis, specifying the nature, value and terms and conditions of the
transactions, for its review.
The particulars of Contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of
Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC- 2 as
Annexure A. Further all the necessary details of transactions entered with the related
parties are mentioned in the Note No. 42 of the Financial Statements for the Financial
Year ended March 31, 2024 in accordance with the Accounting Standards.
The Company has formulated a policy on materiality of related party transactions and
also on dealing with related party transactions which has been uploaded on the Company's
website at the web link
https://www.dynamiccables.co.in/Policy-on-Related-Party-Transactions.pdf
14. NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on the Company/business
policy and strategy, apart from other Board businesses. During the Financial Year 2023-24,
the Board of Directors of the Company met 6 (Six) times on 23rd May, 2023, 07th July,
2023, 31st July, 2023, 9th September, 2023, 09th November, 2023 and 05th February, 2024.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by
the Institute of Company Secretaries of India. For further details, please refer report on
Corporate Governance annexed as Annexure E and forming part of this Annual Report.
15. COMMITTEES OF THE BOARD
The Board of Company has constituted the following Committees to focus on specific
areas and take informed decisions in the best interests of the Company within authority
delegated to each of the Committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Finance Committee
The details of composition of the said Committee(s), their terms of reference, meetings
held and attendance of the Committee members during the financial year 2023-24 are
provided in the Corporate Governance Report annexed as Annexure E.
16. Directors & Key Managerial Personnel
As on March 31, 2024, your Company's Board had seven Board Members comprising of one
Executive Director, two Non-Executive Non-Independent Directors and four Non-Executive
Independent Directors including one woman Director. The details of Board and Committees
composition, tenure of Directors, areas of expertise and other details are available in
the Corporate Governance Report, which forms part of this Annual Report in Annexure-E
In accordance with the provisions of Section 152(6) of the Act read with the rules made
thereunder, Mr. Sumer Singh Punia (DIN: 08393562), Non-Executive Director retired by
rotation at the 16th Annual General Meeting (AGM) dated August 09, 2023 of the Company and
was re-appointed by the Shareholders of the company.
During the financial year 2023-24, no other change took place in the composition of the
Board of Directors.
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of the Company, Mr. Rahul Mangal (DIN: 01591411)
being longest in the office from the date of his last re-appointment shall retire by
rotation at the ensuing 17th AGM and being eligible, has offered himself for
re-appointment. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee (NRC) has recommended his reappointment.
Pursuant to the provisions of Section 203 and Section 2(51) of the Act, Mr. Ashish
Mangal, Managing Director, Mr. Murari Lal Poddar, Chief Financial Officer and Ms. Naina
Gupta, Company Secretary are the Key Managerial Personnel of the Company as on March 31,
2024. There was no change in the Key Managerial Personnel during the year.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors under Sections
149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulations 25(8)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements)
Regulations, 2015 (hereinafter referred to as Listing Regulations') confirming
that they meet the criteria of independence as prescribed thereunder. The Independent
Directors have affirmed compliance with the Code for Independent Directors prescribed
under Schedule IV of the Companies Act, 2013 and the Listing Regulations.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience (including proficiency) and expertise and they hold
highest standards of integrity. Further, Independent Directors fulfill the conditions of
appointment as specified in the Listing Regulations and are Independent of the Management.
The names of Independent Directors are included in Independent Director's data bank
maintained with the Indian Institute of Corporate Affairs (IICA') in terms of
Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014, as amended.
None of the Directors are disqualified for being appointed as Director as specified in
Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
18. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of
Listing Regulations', the Board has carried out an annual performance evaluation of
its own performance and that of its statutory committee's viz. Audit Committee,
Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee and that of the individual Director The performance of the
board was evaluated by the Board after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc. Pursuant to the provisions of section 178 of the
Companies Act, 2013, Guidance Note on Board Evaluation issued by the Securities and
Exchange Board of India and Guide to Board Evaluation issued by the Institute of Company
Secretaries of India, performance evaluation was carried out through a structured
questionnaire prepared separately for the Board, Committees and individual Directors.
In a separate meeting of Independent Directors held on March 30, 2024, performance of
non-independent directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee in their meeting held on May
14, 2024 reviewed the performance of individual directors on the basis of criteria such as
the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. At the board meeting that followed the meeting of the independent
directors and meeting of Nomination and Remuneration Committee, the performance of the
Board, its Committees, and individual directors was also discussed. The Board assesses the
performance of the Individual Director, Board Committees and Board as a whole on the basis
of various criteria with the aim to improve the effectiveness of the individual Director,
Committees and the Board.
The Company is pleased to announce that the overall evaluation showed the performance
of your board, its committees, and directors as highly satisfactory.
19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Companies Act, 2013 (Act) and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights, and responsibility as Directors,
the working of the Company, nature of the industry in which the Company operates, business
model etc. The details of such familiarization programmes imparted to Independent
Directors are posted on the website of the Company at
https://www.dynamiccables.co.in/familiarization-programme-for-independent-directors.html
20. AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
Pursuant to Section 139(1) of the Companies Act, 2013 M/s A. Bafna & Co., Chartered
Accountant (FRN: 003660C) were appointed as the Statutory Auditors of the Company at 16th
Annual General Meeting of the Company held on August 09, 2023 to hold office for a term of
5 (five) years until the conclusion of 21st Annual General Meeting of the Company to be
held in the calendar year 2028.
Further Audit Report does not contain any qualifications, reservations or adverse
remarks. The Notes to Financial Statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
The Statutory Auditors have confirmed their eligibility under Section 141 of the Act.
Further, as required under the relevant provisions of Listing Regulations, the Statutory
Auditors had also confirmed that they had subjected themselves to the peer review process
of the Institute of Chartered Accountants of India (ICAI) and they hold a
valid certificate issued by the Peer Review Board of ICAI.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, The Board of Directors has appointed M/s. V. M. & Associates, Company
Secretaries (FRN P1984RJ039200) as Secretarial Auditors to conduct the secretarial audit
of the Company for the financial year 2023-24.
Accordingly, they have conducted Secretarial Audit for the Financial Year 2023-24 and
Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-B. Pursuant to
provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Secretarial Auditors have also issued Annual Secretarial Compliance
Report for the F.Y. 2023-24. Both the reports do not contain any qualification,
reservation or adverse remark.
Further, the Board on recommendation of Audit Committee has approved the re-appointment
of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company
to carry out secretarial audit for the Financial Year 2024-25. They have confirmed their
eligibility for the said re-appointment.
(c) Cost Auditor
The cost accounts and records as required to be maintained by the company under Section
148(1) of Companies Act, 2013 are duly made and maintained. Pursuant to the provisions of
Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, your Company has appointed M/s Maharwal &
Associates (FRN: 101556) as Cost Auditors for the financial year 2023-24.
The Company has received Cost Audit Report on the cost accounts of the Company for the
financial year ended on March 31, 2024 and the same will be filed with Ministry of
Corporate Affairs (MCA) within the prescribed time limit provided under the Companies Act,
2013 and rules made thereunder. The Cost Audit Report does not contain any qualifications,
reservations, or adverse remarks.
The Board on recommendation of Audit Committee has approved the re-appointment of M/s
Maharwal & Associates (FRN: 101556) as Cost Auditor to conduct the audit of cost
records of your Company for the financial year 2024-25. They have confirmed their
eligibility for the said re-appointment. The payment of remuneration to Cost Auditor
requires the approval/ratification of the members of the Company and necessary resolution
in this regard has been included in the notice of the ensuing Annual General Meeting of
the Company.
(d) Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made
thereunder, the Board of Directors of the Company has appointed M/s DLS & Associates
LLP, Chartered Accountants, (FRN: C400023) as the Internal Auditors to conduct the
Internal Audit of the Company for the Financial Year 2023-24. The Internal Auditors
reports directly to the Audit Committee of the Board. The Audit Committee regularly
reviews the audit findings as well as the adequacy and effectiveness of the internal
control measures.
Further, the Board on recommendation of Audit Committee has approved the re-appointment
of M/s DLS & Associates LLP, Chartered Accountants, (FRN: C400023) as Internal
Auditors of the Company to carry out internal audit for the Financial Year 2024-25. They
have confirmed their eligibility for the said reappointment.
(e) Instances of Fraud, if any, reported by the Auditors
During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors
and Secretarial Auditors have not reported any instances of frauds committed in the
Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
21. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a
Code of Conduct to regulate, monitor and report trading by Insider for prohibition of
Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale
of shares of the Company by its Designated Persons and other connected persons while in
possession of Unpublished Price Sensitive Information in relation to the Company and
during the period when the trading window is closed. The Company has also formulated a
Code of practices and procedures for fair disclosure of Unpublished Price Sensitive
Information (UPSI) and the said code is available on the Company's website and can be
accessed at
https://www.dynamiccables.co.in/CODE-OF%20PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE-OF-UPSI.pdf
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company believes in the conduct of its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical
behaviour.
The Company has established a mechanism for directors and employees to report concerns
about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct
of the Company. It also provides for adequate safeguards against the victimization of
employees who avail the mechanism, and allows direct access to the chairperson of the
audit committee in exceptional cases.
During the Financial Year under review, no whistle blower event was reported and
mechanism is functioning well. No personnel have been denied access to the Chairperson of
Audit Committee. The policy is available on the website of the Company at
https://www.dynamiccables.co.in/ whistle-blower-policy.pdf
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year under
review 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 CSR
Committee, kindly refer to the Corporate Governance Report, which is a part of this
report. The Company has CSR Policy in place and the same can be accessed at
https://www.dynamiccables.co.in/CSR-Policy.pdf
24. RISK MANAGEMENT
The Company has framed and implemented a Risk Management Policy to identify the various
business risks. This framework seeks to create transparency, minimize adverse impact on
the business objectives and enhance the Company's competitive advantage. The Risk
Management Policy defines the risk management approach across the enterprise at various
levels including documentation and reporting. A detailed note on Risk Management is
included in the Management Discussion and Analysis Report which forms part of this Annual
Report as Annexure-F.
There are various elements of risk which, in the opinion of the Board, may threaten the
existence 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
Our risk management approach is composed primarily of three components:
Risk Governance
Risk Identification
Risk Assessment and Control.
All the Senior Executives under the guidance of the Chairman and Board of Directors has
the responsibility for over viewing management's processes and results in identifying,
assessing and monitoring risk associated with Organization's business operations and the
implementation and maintenance of policies and control procedures to give adequate
protection against key risk.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company recognises its duty to provide safe and secure working environment at the
workplace and thus, in line with the requirements of the Sexual Harassment of Women at the
workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a
Policy for prevention of Sexual Harassment of Women at the workplace and has also set up
an Internal Complaints Committee (ICC) to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
Your Board takes pride in presenting the summary of sexual harassment complaints
received and disposed of during the year 2023-24:
Your Board takes pride in presenting the summary of sexual harassment complaints
received and disposed of during the year 2023-24:
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
The Company conducted various employee training sessions on the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, and Redressal) Act of 2013 for employees.
26. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the
Annual Return as on March 31, 2024 in Form MGT-7 is available on the Company's website at
https://www.dynamiccables.co.in/Annual-Return-2023-24.pdf
27. DEPOSITS
During the financial year under review, your Company has neither invited nor accepted
or renewed any fixed deposit from public in terms of provisions of Section 73 to 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No
amount of principal or interest was outstanding as on March 31, 2024. Please refer Note
no. 15 of the financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies
(Acceptance of Deposits) Rules, 2014 for borrowings from directors.
28. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
Your Company has adopted policies and procedures adequate with the size of its business
operations for ensuring the orderly and efficient conduct of its business, including
adherence to the Company's policies, safeguarding of its assets, prevention and detection
of fraud, error reporting mechanisms, accuracy and completeness of the accounting records,
and timely preparation of reliable financial disclosures. For more details, refer to the
Internal control systems and their adequacy' section in Management's discussion and
analysis Report, which forms part of this Annual Report as Annexure-F.
During the financial year under review, the Statutory
Auditor in their Report on the Internal Financial Control with reference to financial
statements for the financial year 2023-24 has given unmodified opinion.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during the year under review.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company continuously strives to conserve energy, adopt environment friendly
practices and employ sustainable technology for more efficient operations.
The particulars relating to the Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act 2013 read with
rules made thereunder is annexed herewith and marked as Annexure D to this report.
30. NOMINATION AND REMUNERATION POLICY
In terms of provisions of Section 178(3) of the Companies Act, 2013 (Act) ,
the Nomination and Remuneration Committee of the Company has formulated and recommended to
the Board a policy, containing the criteria for determining qualifications, competencies,
positive attributes and independence for appointment of a Director (Executive/Non-
Executive) and criteria for remuneration for the Directors, Key Managerial Personnel and
Senior Management employees, ensuring that it covers the matters mentioned in Section
178(4) of the Act
During the year under review, the Nomination and Remuneration Policy was amended to
include the revised definition of senior management consequent to its amendment under the
Listing Regulations. As per the revised definition, all the functional heads of the
Company would now also be classified as senior management The said policy is available on
the website of the Company at following link:
https://www.dynamiccables.co.in/nomination-&remuneration-policy.pdf
The other details in respect of policy on remuneration has been disclosed in the
Corporate Governance Report, which is a part of this report Annexure E.
31. CORPORATE POLICIES
Your Board seeks to promote and follow the highest level of ethical standards in all
our business transactions guided by our value system. Listing Regulations mandate the
formulation of certain policies for all listed companies. The corporate governance
policies are available on the Company's website, at
https://www.dynamiccables.co.in/policies-codes.html. The policies are reviewed
periodically by the Board and updated as needed.
32. PARTICULARS OF EMPLOYEES
The information under Section 197 of the Companies Act, 2013 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 the
employees of the
Company and percentage increase in remuneration of each Director, Chief Financial
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 |
- |
- |
Shweta Jain* |
- |
- |
Ashok Kumar Bhargava* |
- |
- |
Saurav Gupta* |
- |
- |
Bharat Moossaddee* |
- |
- |
Name |
Ratio to median remuneration |
% increase in remuneration in financial year |
Executive Director: |
|
|
Ashish Mangal |
135.28 |
13.63 |
Chief Financial Officer: |
|
|
Murari Lal Poddar |
12.89 |
8.96 |
Company Secretary: |
|
|
Naina Gupta |
3.73 |
11.24 |
*No remuneration paid except, payment of eligible sitting fees to Independent
Directors.
*In line with the internal guidelines, no commission was paid to Directors
(ii) The percentage increase in the median remuneration of employees in the financial
year is (17.20%)
(iii) The total number of permanent employees on the rolls of Company: 840
(iv) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
Average increase in the remuneration of all employees excluding KMP is 22.43%
Average increase in the remuneration of KMP is 8.80%
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 the Company. In
addition, the increase in remuneration of managerial personnel viz. Managing Director is
within the limits approved by the shareholders.
(v) The statement containing particulars of employees as required under rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given
herein below:
S. No Name of Employee |
Designation |
Remuneration Received (Rs. in Lakhs) |
Nature of employment (contractual or otherwise) |
Quali cation |
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 |
1. Mr. Ashish Mangal |
Managing Director |
250.00 |
Contractual |
B.Com |
28 |
03.04.2007 |
49 |
Own Business |
Brother of Mr. Rahul Mangal |
2. Mrs. Shalu Mangal |
Vice President (Accounts) |
100.00 |
Contractual |
MBA |
16 |
22.07.2017 |
45 |
Own Business |
Wife of Mr. Ashish Mangal |
3. Mr. Manavalan Srinivasan |
Vice President (Marketing) |
23.90 |
Onroll Employee |
Graduate (Economics) |
35 |
06.02.2018 |
63 |
Diamond Power Infrastructure Ltd. |
- |
4. Mr. Mahesh Inderjit |
Senior General Manager (Production) |
23.86 |
Onroll Employee |
B.Sc. |
30 |
20.08.2021 |
59 |
Ravin Cables |
- |
5. Mr. Murari Lal Poddar |
CFO |
23.83 |
Onroll Employee |
CA |
25 |
14.06.2003 |
52 |
Wires & Fabrics (S.A) Ltd. |
- |
|
|
|
|
|
|
|
|
|
|
6. Mr.Ashok Kumar Sharma |
Vice president (Marketing) |
23.58 |
Onroll Employee |
B.E, MBA |
20 |
01.04.2016 |
58 |
Krishna Electricals Industries Ltd. |
|
7. Mr. Harnath Singh Bhati |
General Manager (Maintenance) |
18.34 |
Onroll Employee |
Dip in Mech. Engg |
22 |
01.10.2019 |
56 |
Dynamic Metals |
|
8. Mr. Suresh Kadam |
Vice President (Marketing) |
16.42 |
Onroll Employee |
Bachelor of Engineering (Electrical) |
26 |
01.01.2006 |
53 |
Krishna Electrical |
|
9. Mr. Shailendra Kumar Pandey |
DGM- Operations |
14.49 |
Onroll Employee |
Diploma in Electrical Engineering |
29 |
14.06.2022 |
52 |
Apar Industries Ltd |
|
10. Mr. Kaushik Harjivan Waghela |
Senior Manager |
13.16 |
Onroll Employee |
Bachelor in Technology (Electrical) |
18 |
01/04/2023 |
43 |
TORRENT POWER LIMITED |
|
Notes :
1. None of the employees of the Company are covered under Rule 5 (2) (iii) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as none of
the employee is in receipt of remuneration in excess of remuneration drawn by Managing
Director & Whole Time Directors and holding more than 2% of the paid-up capital of the
Company.
2. Except above, none of the person was employed for the full year and was in
receipt of remuneration of Rs. 102 Lakhs or more and employed for part of the year and was
in receipt of remuneration aggregating to Rs. 8.50 Lakhs or more per month.
33. CORPORATE GOVERNANCE
Your board has put their sincere efforts in doing a good job by following good
governance practices. Accordingly the Company has complied with the requirements of
corporate governance as stipulated under the SEBI Regulations. The corporate governance
report and certificate from practicing Company Secretary confirming compliance of
conditions as required by Regulation 34(3) read with Part E of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), form part of the Board's Report. Further as required under Regulation
17(8) of the Listing Regulations, a certificate from the Managing Director and Chief
Financial Officer is annexed with this Report.
34. 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 with
all the applicable Secretarial Standards.
35. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby
confirms and accepts the responsibility for the following in respect of the Audited
Financial Statements for the financial year ended March 31, 2024:
(i) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
(ii) that the directors had selected such accounting policies and applied them
consistently and made
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the
profit of the Company for that period;
(iii) that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the 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 March
31, 2024 on a going concern basis;
(v) that the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls were adequate and were operating
effectively;
(vi) that 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.
36. OTHER DISCLOSURES
All the directors and Senior Management Personnel (SMP) of the Company have complied
with the provisions stipulated in the Code of Conduct for Board and SMP.
The Company has not issued any debentures, warrants, bonds, sweat equity shares, any
shares with differential rights or any convertible & non convertible securities during
the year under review.
There was no revision of financial statements and Board's Report of the Company during
the year under review.
The Company does not have any stock option plan in force.
There has been no change in the nature of business of the Company as on the date of
this report;
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable.
There was no instance of onetime settlement with any Bank or Financial Institution.
Other disclosures with respect to Board's Report as required under the Companies Act,
2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or
Not Applicable
37. ACKNOWLEDGEMENT
Your Directors take this opportunity to express their deep sense of gratitude to the
Bankers, various departments of State/Central Government and local authorities for their
continued guidance and support.
We would also like to place on record our sincere appreciation for the commitment,
dedication and hard work put in by every member of the Dynamic family. To all
shareholders, we are deeply grateful for the confidence and faith that you have always
reposed in us.
|
For and on behalf of Board of Directors |
|
For Dynamic Cables Limited |
|
Rahul Mangal |
|
Chairman |
|
(DIN: 01591411) |
Place: Jaipur |
Registered Of ce: |
Date: May 14, 2024 |
F-260, Road No. 13, VKI Area, Jaipur 302013 (Rajasthan) |