Dear Members,
Your Directors present their 31st Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2023.
1. DIRECTORS' REPORT
(Rs in Lakhs)
2. OPERATIONS
During the year under review, your Company's Revenue from operations has declined by @87.12% i.e. from 862.26 lakh in previous year to 111.03 lakh.
3. DIVIDEND
To conserve resources your Directors do not recommend Dividend.
4. DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
5. ANNUAL RETURN
The provisions of section 134 of Companies Act, 2013 was amended vide Companies Amendment Act, 2017 and the said amendment was brought in force w.e.f. 31st July 2018. Further, the provisions of section 92(3) were Substituted by the Companies (Amendment) Act, 2017 Effective from 28th August 2020. Accordingly, the requirement of attaching the extract of Annual Return, in format MGT -9 with the Directors Report has been dispensed off.
However, the web link where the Annual Return shall be placed is given below: http://www.daikaffil.com
6. TRANSFER TO GENERAL RESERVES
The Company doesn't propose to transfer any amount to be transferred to General Reserves.
7. DIRECTORS' AND KEY MANAGERIAL PERSONNEL
A. Independent Directors:
The Company as on March 31,2023 has three Independent Directors on Board:
1. Mr. Sudhir Patel
2. Mr. Sunil Merchant
3. Mrs. Maithili Siswawala
All Independent Directors have furnished declarations that they meet the criteria of Independence as laid down under section 149 of the Companies Act, 2013.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
A separate meeting of the Independent Director was convened on November 11,2022, which reviewed the performance of the Board, the NonIndependent Directors and the Chairman.
Mrs. Maithili Siswawala was appointed as Independent Director on Board under the Companies Act, 2013 in the Annual General Meeting held on August 02, 2019 for a period of Five years.
The term of Mrs. Maithili Siswawala is coming to an end on May 23, 2024. The Board of Directors at their meeting held on May 22, 2023 has reappointed Mrs. Siswawala for a further period of five years on recommendation of Nomination and Remuneration committee.
The Board of Directors based on the performance evaluation of Independent Directors and as per the recommendation of the Nomination and Remuneration Committee considers that, given the background, experience and contribution made by Mrs. Siswawala during her tenure, the continued association of Mrs. Siswawala would be beneficial to the Company and it is desirable to continue to avail her services as Independent Director for second term. Accordingly, it is proposed to re-appoint her as Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company.
Her reappointment for a further period of Five years commencing from May 23, 2024 is subject to approval of shareholders at the ensuing annual general meeting. Accordingly, a resolution proposing her re-appointment forms part of the notice of the ensuing annual general meeting. All the relevant details with regard to her re-appointment as Independent Director forms part of explanatory statement to the notice.
B. Retire by Rotation:
Mr. Aditya Patel, Director, retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as the Director of the Company.
C. Key Managerial Personnel:
As on March 31,2023 the following are the Key Managerial Personnel:
I. Mr. Aditya Patel - Managing Director;
ii. Mr. Sunil Shedge - Chief Financial Officer;
iii. Mrs. Seemab Ansari - Company Secretary.
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 22, 2023 approved advance re-appointment of Mr. Aditya Patel as Managing Director for a further period of three years commencing from June 01,2024. Accordingly, resolution proposing his re-appointment has been incorporated in the Notice calling the ensuing Annual General Meeting, for the approval of Members and all the relevant information pertaining to his re-appointment forms part of the explanatory statement to the Notice calling the ensuing annual general meeting.
D. Meetings of Board and Committee:
During the financial year under review the Board met 5 times, Audit Committee met 5 times, Nomination and Remuneration Committee met 2 times and Stakeholders relationship committee met 1 time. The details of which are given below.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Further As per para 2.2 of Secretarial Standard-1 issued by Institute of Company Secretaries of India, the Board has set the minimum number and frequency of Committee meetings.
i. Meetings of the Board and Attendance thereof:
ii. Committees of the Board:
The following committee meetings were held: a) Audit Committee:
b) Stakeholders' Relationship Committee:
c) Nomination and Remuneration Committee:
E. Performance Evaluation:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, its committees and that of its individual Directors. The evaluation was done based on set questionnaires which were given to them at the time of evaluation.
F. Code of Conduct:
The Directors and senior management personnel has Complied with the Code of Conduct of the Company.
G. Policy on Directors' Appointment and Remuneration:
The Nomination and Remuneration Committee of the Board formulated a Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees which, inter alia, prescribes the criteria for determining qualifications, positive attributes and independence of Directors. The Policy is available on the web site of the Company www.daikaffil.com and the link for the same is provided below: http://www.daikaffil.com/products/101017045532-1.pdf
8. RISK MANAGEMENT POLICY
The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.
9. SUBSIDIARY / ASSOCIATE COMPANY etc.
The Company doesn't have any Subsidiary or Holding or Associate Company.
10. AUDITORS
a. Statutory Auditors:
M/S NGST & Associates, Chartered Accountants, Mumbai, bearing Firm Registration Number: 135159W were appointed by the members at their 30th Annual General Meeting held in 2022 for five years.
Further, there is no qualification, adverse remark or observation in their audit report. However, there is emphasis on matter cited by the auditor which is self-explanatory.
No instance of fraud was reported by the Auditors during the year.
The Company has received Eligibility certificate letter from NGST & Associates, Chartered Accountants, Mumbai, to the effect that their appointment, is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.
b. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rule 9A of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed DM & Associates Company Secretaries LLP, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors in Form MR - 3 is annexed herewith as "Annexure A".
Further there is no observation contained in the secretarial audit report.
c. Internal Auditor:
As required under Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is carried out by M/S JMT & Associates, Chartered Accountants. The Internal Auditors present their report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee and the Board of Directors.
11. CORPORATE GOVERNANCE REPORT
The paid-up capital of the Company is Rs. 6,00,00,000/- (Rupees Six Crores) i.e. less than Rs. 10 Crores and the Net-worth of the Company is less than 25 Crores as on the last day of the previous financial year.
Pursuant to regulation 15(2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V SHALL NOT apply, in respect of those listed entities whose paid up equity share capital does not exceed rupees ten crore and net worth does not exceed rupees twenty five crore, as on the last day of the previous financial year. Accordingly, your company is exempt from attaching Corporate Governance report.
12. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion & Analysis Report, as per Part B of Schedule V under regulation 34(3) of the SEBI (LODR) Regulations, 2015 which forms an integral part of this Report, is annexed herewith as "Annexure B".
13. DISCLOSURE ON REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES
The information required under Section 197 read with Rule, 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, is annexed herewith as "Annexure C".
14. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Companies Act, 2013 read together with the Rule 8 of the Companies (Accounts) Rules, 2014 the relevant information is given below.
Conservation of Energy and Technology Absorption
Your Company has installed a wet scrubber on boiler which will reduce the consumption of coal and more importantly protect the environment. This will minimize the carbon particles being released in the atmosphere. A tertiary treatment plant on line to reduce the water pollution load has also been installed.
The electrical instruments have been connected on line which has reduced the power consumption. Our Japanese collaborators have guided us on regular basis and we thereby conserve energy and reduce our waste water load.
Foreign Exchange Earnings and Outgo:
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:
The Company has not given any loans covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to the financial statements.
16. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes / events occurring after balance sheet date till the date of the report to be stated.
17. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions entered during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions, if any, are placed before the Audit Committee.
18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES
The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policy are made available on the Company's website www.daikaffil.com.
The link for the same has been provided below: http://www.daikaffil.com/products/010415064143-1.PDF
19. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the Directors' Responsibility Statement in terms of Section 134(3) (c) of the Companies Act, 2013 and confirm that-
i) In the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;
iii) The Directors have 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) The Directors have prepared the annual accounts on a going concern basis.
v) 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;
vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
20. SECRETARIAL STANDARDS
The Directors confirm that the Company is in compliance with applicable secretarial standards issued by Institute of Company Secretaries of India.
21. PARTICULARS OF EMPLOYEES
The Company does not have any employee whose particulars are required to be given pursuant to Rule, 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.
22. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.
There are no cases filed under the above Act and hence no comments required on disposal of the cases under the same.
23. PERSONNEL:
Industrial relations at the Company's factory and other establishments remained cordial during the year. We appreciate the contribution made by the employees.
24. OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEAR AND EXTERNAL ENVIRONEMNT AND ECONOMIC OUTLOOK:
The information pertaining to overview of the industry and important changes in the Industry and External Environment and Economic Outlook during the last year has been incorporated in Management Discussion and Analysis part of the report. The same forms part of the report.
25. INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:
During the year under review, your Company did not induct any Strategic and Financial Partner.
26. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to provisions of Section 124(5) of the Companies Act, 2013, dividend for the financial year ended March 31,2015 and thereafter, which remains unclaimed for a period of 7 years shall be transferred by the Company to Investor Education and Protection Fund established by the Central Govt.
Information in respect of such unclaimed dividend when due for transfer to the fund is given below:
Those Members who have so far not encashed their dividend warrants from the final dividend from F.Y. 2015 - 2016 onwards, may approach the Registrar and Share Transfer Agents, M/s. Link Intime India Pvt. Ltd, for making their claim without any further delay as the said unpaid dividends shall be transferred to the Investor Education and Protection Fund of the Central Government pursuant to the provisions of Companies Act.
In terms of Section 124(6) of Companies Act, 2013 and the Rules notified there under, including amendments thereof, the shares in respect of which dividend has not been paid or claimed for a period of seven consecutive years or more, are required to be transferred by the Company to the IEPF Suspense Account.
Accordingly, the Company has transferred shares to IEPF Suspense Account in respect of which dividend has not been paid or claimed since 2014-15. The summary for the same is given below:
the break-up/details of total number of shares transferred to Investor Education and Protection Fund (IEPF) is provided below:
The details of unpaid / unclaimed dividend and number of shares transferred are available on our website: (www.daikaffil.com)
Shareholders are requested to note that no claim shall lie against the Company in respect of any amounts which were unclaimed and unpaid for a period of seven years and transferred to Investor Education and Protection Fund of the Central Government. However, Shareholders may claim from IEPF Authority both unclaimed dividend amount and the shares transferred to IEPF Suspense Account as per the applicable provisions of Companies Act, 2013 and rules made thereunder.
27. ACKNOWLEDGEMENT :
The Directors wish to place on record their appreciation for the continued support and co-operation by Government Authorities, Financial Institutions, Banks and our valued customers along with dedicated service of all the workers, staff and the officers, whose continuous support is a pillar of strength which have largely contributed to the efficient management of the Company. Suffice it to say, that your co-operation as our shareholders is hereby acknowledged with gratitude.