To,
The Members of Dynamic Cables Limited
The Board of Directors of your Company are pleased to present the 16th 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, 2023
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Company has recorded the following eminent financial performance, for the year
ended on March 31, 2023:
|
|
(Rs. in lakhs) |
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from Operation |
66,863.02 |
56,356.91 |
| Other income |
311.75 |
272.43 |
| Total Income |
67174.77 |
56,629.34 |
| Profit before Finance costs and Depreciation |
6,589.14 |
6,256.46 |
| Finance Cost |
1,622.62 |
1,300.46 |
| Depreciation |
791.17 |
805.35 |
| Profit before Tax |
4,175.35 |
4,150.65 |
| Income Tax Expenses |
1,074.00 |
1,060.67 |
| Profit after Tax |
3,101.35 |
3,089.98 |
| Earning Per Share |
|
|
| Basic (in INR) |
14.09 |
14.04 |
| Diluted (in INR) |
14.09 |
14.04 |
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. STATE OF COMPANY'S AFFAIRS AND PERFORMANCE
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, 2023.
During Financial year 2022-23, your company witnessed growth of 18.64% by achieving Rs.
66,863.02 lakhs revenue from operations as compared to Rs. 56,356.91 lakhs in previous
financial year and delivered Net Profit after Tax (PAT) of Rs. 3,101.35 lakhs as compared
to Rs. 3,089.98 in last financial year.The Company's overall performance during the
Financial Year 2022-23 was robust resulting in improvement in all operational and
financial parameters.Further information on the Business overview and outlook and State of
the affairs of the Company is discussed in detail in the Management Discussion &
Analysis Report.
3. CHANGE IN CAPITAL STRUCTURE
The capital structure of the Company remains unchanged during the financial year
2022-23. The Authorised share capital of the Company is Rs. 230,000,000 (Rupees Twenty
Three Crores only) and the Paid up Equity Share Capital is Rs. 220,140,000 ( Rupees Twenty
Two Crores and One Lakh Forty Thousand only) as on March 31, 2023, divided into 22,014,000
(Two Crores and Twenty Lakh Fourteen Thousand only) 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
Your Board 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 2021-22 of Rs. 0.50/-(5%) per
equity share. Also, the Board of directors at its meeting held on May 23, 2023 has
recommended a final dividend of Rs. 0.50/- (5%) per equity share for the Financial year
2022-23 and the same is subject to the approval of members at the 16th Annual General
Meeting on Wednesday, August 09, 2023.
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 dividend would be payable to all Shareholders whose names appear in the Register
of Members as on the Book Closure Date. The Register of Members and Share Transfer books
shall remain closed from Thursday, August 03, 2023 to Wednesday, August 09, 2023 (both
days inclusive).
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
same 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 2022-23, on the basis of recent development including
operational and financial performance of the Company, Credit Rating Agency –CRISIL
Ratings Limited has reaffirmed credit rating from Crisil BBB+ (stable) to Crisil BBB+
(positive)
| 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
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.
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. 41 of the Financial Statements for the Financial
Year ended March 31, 2023 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 2022-23,
the Board of Directors of the Company met 5 (Five) times on 30th May, 2022, 21st July,
2022, 10th August, 2022, 12th November, 2022 and 07th February, 2023.
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 Annexure- E 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 2022-23 are
provided in the Corporate Governance Report in Annexure- E.
16. Directors & Key Managerial Personnel a) Directors
During the year under review, the following changes occurred in the Board of Directors
of the Company: In accordance with the provisions of Section 152(6) of the
Companies Act, 2013 and Articles of Association of the Company, Mr. Sumer Singh Punia
(DIN: 08393562) will retire by rotation at the ensuing AGM of the Company and being
eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Mrs.Shweta Jain (DIN :01162983) was appointed as Additional (Independent) Director of
the Company w.e.f June 03, 2022 in accordance with the provisions of Sections 149, 150 and
152 read with Schedule V and/or any other applicable provisions of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
on August 24, 2022 members approved the appointment as an Independent Director w.e.f. June
03, 2022. In the opinion of the Board, she is a person of integrity, fulfills requisite
conditions as per applicable laws and is independent to the management of the Company.
On August 24, 2022, Members approved the reappointment of Mr. Ashok Kumar Bhargava (DIN
: 02736069) as an Independent Director for second term of five years w.e.f November
03,2022. In the opinion of the Board, he is a person of integrity, fulfils requisite
conditions as per applicable laws and is independent to the management of the Company.
On August 24, 2022,Members approved the reappointment of Mr. Saurav Gupta (DIN:
07106619) as an Independent Director for second term of five years w.e.f. June 10, 2023.
In the opinion of the Board, he is a person of integrity, fulfils requisite conditions as
per applicable laws and is independent to the management of the Company.
Members on August 24, 2022 has approved the reappointment of Mr. Ashish Mangal (DIN:
00432213) as Managing Director for a further period of three years with effect from July
21, 2022.
On December 22, 2022, Members approved the appointment of Mr. Bharat Moossaddee
(DIN:02166403) as an Independent Director for five consecutive years with effect from
January 01, 2023. In the opinion of the Board, he is a person of integrity, fulfils
requisite conditions as per applicable laws and is independent to the management of the
Company.
b) Key Managerial Personnel (KMPs)
The Board of Directors had on the recommendation of the Nomination and Remuneration
Committee, at their meeting held on July 21, 2022, approved the appointment of Ms.Naina
Gupta (ACS 56881) as the Company Secretary and Compliance Officer (Key Managerial
Personnel) of the Company effective from July 21, 2022 in place of Mr. Yagya Dev Sharma,
Company Secretary & Compliance Officer of the Company, who resigned on June 15, 2022.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from the Independent Directors under
Section 149(7) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, that they meet the criteria of Independence laid down in
Section 149(6) of the Companies Act, 2013. The Independent Directors have affirmed
compliance to the code for Independent Directors as prescribed in Schedule IV to the
Companies Act, 2013. Based on the confirmation/ disclosures received from the Directors
and on evaluation of the independence of directors and assessing veracity of disclosures,
the Board opined that Independent Directors are independent of the Management of the
Company.
Further, pursuant to the provisions of the Companies (Creation and Maintenance of
Databank of Independent Directors) Rules, 2019 and sub rule (1) and (2) of Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent
Directors are registered with the Databank maintained under Indian Institute of Corporate
Affairs (IICA). With regard to proficiency of the Independent Directors, ascertained from
the online proficiency self-assessment test conducted by the IICA, as notified under sub
section (1) of Section 150 of the Companies Act, 2013, the Company has taken on record the
declarations submitted by Independent Directors that either they are exempt from appearing
in the test or they have passed the exam as required by the IICA.
18. ANNUAL PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, 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 31, 2023, 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
23, 2023 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. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being
evaluated.
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 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/ f a m i l i a r i z a t i o n -
p r o g r a m m e - f o r - i n d e p e n d e n t -directors.html
20. AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
Pursuant to Section 139 of the Companies Act, 2013 M/s Madhukar Garg & Company,
Chartered Accountants (FRN: 000866C) were appointed as the Statutory Auditors at 11th
Annual General Meeting (AGM) of the Company and will hold office, up to the conclusion of
the ensuing Annual General Meeting, completing their term of five years as Statutory
Auditors as per the provisions of Section 139(1) of the Companies Act, 2013.
The Board of Directors upon the recommendation of the Audit Committee proposes to the
shareholders the appointment of M/s A.Bafna & Co., Chartered Accountant (FRN: 003660C)
as Statutory Auditors of the Company, for a term of 5 (five) years to hold office from the
conclusion of 16th Annual General Meeting until the conclusion of 21st Annual General
Meeting of the Company. The Statutory Auditors have confirmed their eligibility for the
said appointment.
Further Audit Report on the Financial Statements for the Financial Year 2022-23 does
not contain any qualifications, reservations or adverse remarks. The Notes to Financial
Statements referred to in the Auditors' Report are self-explanatory and do not call for
any further comments.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made
thereunder, M/s. V. M. & Associates, Company Secretaries (FRN P1984RJ039200) was
appointed as Secretarial Auditors to conduct the secretarial audit of the Company for the
financial year 2022-23.
Accordingly, they have conducted Secretarial Audit for the Financial Year 2022-23 and
Secretarial Audit Report in Form MR-3 is enclosed herewith 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 FY 2022-23. Both the reports do not contain any qualification, reservation
or adverse remark.
Further, the Board 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 2023-24. They have confirmed their eligibility for the said
reappointment.
(c) Cost Auditor
The cost accounts and records as required to be maintained under Section 148(1) of
Companies Act, 2013 are duly made and maintained by your Company. 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 2022-23.
The Company has received Cost Audit Report on the cost accounts of the Company for the
financial year ended March 31, 2023 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 has re-appointed M/s Maharwal & Associates (FRN: 101556) as Cost Auditor
to conduct the audit of cost records of your Company for the financial year 2023-24. 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 Ravi Sharma &
Company, Chartered Accountants (FRN: 015143C) as the Internal Auditors to conduct the
Internal Audit of the Company for the Financial Year 2022-23. 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 as the tenure of M/s Ravi Sharma & Company is completed, the Board of
Directors upon the recommendation of the Audit Committee approved the 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 2023-24.They have confirmed
their eligibility for the said re-appointment.
(e) Instances of Fraud, if any, reported by the Auditors
There have been no instances of fraud reported by the Auditors 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 2022-23:
• 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
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, 2023 in Form MGT-7 is available on the Company's website at
https://www.dynamiccables.co.in/Annual-Return-2022-23.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, 2023. 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, 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
2022-23 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 it highlights the remuneration for the Directors, Key Managerial Personnel
and other 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
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as per the
revised definition, all the functional heads of the Company would now also be classified
as senior management and is duly available on the website of the Company at following
link: https:// www.dynamiccables.co.in/nomination-&-remuneration-policy.pdf
The policy on remuneration and other matters provided in Section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which is a part of this report as
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. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (as amended) 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
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 |
- |
- |
| Nehal Sharma* |
- |
- |
| Shweta Jain* |
- |
- |
| Ashok Kumar Bhargava* |
- |
- |
| Saurav Gupta* |
- |
- |
| Bharat Moossaddee* |
- |
- |
| Executive Director: |
|
|
| Ashish Mangal |
115.85 |
108.33 |
| Chief Financial Officer: |
|
|
| Murari Lal Poddar |
10.20 |
8.90 |
| Company Secretary: |
|
|
| Yagya Dev Sharma* |
2.99 |
- |
| Naina Gupta* |
2.88 |
- |
*No remuneration paid except, payment of eligible sitting fees to Independent
Directors.
*Yagya Dev Sharma resigned from the post of Company Secretary and Compliance Officer on
June 15, 2022 *Naina Gupta appointed for the post of Company Secretary and Compliance
Officer on July 21, 2022 *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 10.17%
(iii) The total number of permanent employees on the rolls of Company: 707
(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 24.63%
- Average increase in the remuneration of KMP is 62.84%
(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 the
Company.
(vi) 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. Name of No. Employee |
Designation |
Remune- ration (Rs. in Lakhs) |
Nature of employment (contractual or otherwise) |
Qualification |
Experi- ence (in yrs.) |
Date of commence- ment of employ- ment |
Age |
Last emp- loyment held by such emp- loyee before joining the Company |
Whether Relative of the Director, if yes name of the Director |
Percentage of equity shares held by the emp- loyee in the Company |
| 1. Mr. Ashish Mangal |
Managing Director |
210.64 |
Contractual |
B.Com |
27 |
03.04.2007 |
48 |
Own Business |
Brother of Mr. Rahul Mangal |
34.98 |
| 2. Mrs. Shalu Mangal |
Vice Presidet (Accounts) |
70.83 |
Contractual |
MBA |
15 |
22.07.2017 |
44 |
Own Business |
Wife of Mr. Ashish Mangal |
0.10 |
| 3. Mr. Murari Lal Poddar |
CFO |
21.87 |
Onroll Employee |
C A |
24 |
14.06.2003 |
51 |
Wires & Fabrics |
- |
- |
|
|
|
|
|
|
|
|
(S.A) Ltd. |
|
|
| 4. Mr. Manavalan Srinivasan |
Vice President (Marketing) |
21.47 |
Onroll Employee |
Graduate (Economics) |
34 |
06.02.2018 |
62 |
Diamond Power Infrastructure Ltd. |
- |
- |
| 5. Mr. Mahesh Inderjit |
Senior General Manager (Production) |
21.39 |
Onroll Employee |
B.sc |
29 |
20.08.2021 |
58 |
Ravin Cables |
- |
- |
| 6. Mr. Ashok Kumar Sharma |
Vice President (Marketing) |
17.20 |
Onroll Employee |
B.E, MBA |
19 |
01.04.2016 |
57 |
Krishna Electricals Industries Ltd. |
- |
- |
| 7. Mr. Harnath Singh Bhati |
General Manager (Maintenance) |
16.58 |
Onroll Employee |
Dip in Mech. Engg |
21 |
01-10-2019 |
55 |
Dynamic Metals |
- |
- |
| 8. Mr. Suresh Kadam |
Vice President (Marketing) |
14.00 |
Onroll Employee |
Bachelor of Engineering (Electrical) |
25 |
01-01-2006 |
52 |
Krishna Electrical |
|
|
| 9. Mr. Mistry Umeshbhai Natavarlal |
Assistant General Manager (Production) |
13.66 |
Onroll Employee |
Master of Science |
19 |
26.04.2021 |
42 |
Hind Aluminium Industries Ltd |
- |
- |
| 10. Mr. Sunimon P Nair |
Deputy General Manager (Maintenance) |
10.68 |
Onroll Employee |
Diploma in Electrical Engineering |
24 |
16.10.2013 |
48 |
Paramount Communication Ltd |
- |
- |
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 in Annexure –E. 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. LISTING OF SHARES
Your Company's equity shares are listed at BSE Limited and National Stock Exchange of
India Limited (NSE) and the annual listing fees for the year 2022-23 has been duly paid.
35. 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.
36. 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, 2023:
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, 2023 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.
37. 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 shares with differential voting rights/ sweat
equity shares.
• 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.
38. 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.
| Place: Jaipur |
For and on behalf of Board of Directors |
| Date: July 07, 2023 |
For Dynamic Cables Limited |
|
Rahul Mangal |
|
Chairman |
|
(DIN: 01591411) |
|
Registered Office: |
| F-260, Road No. 13, VKI Area, Jaipur 302013 (Rajasthan) |
|
|