Your Directors have pleasure in presenting the Fifteenth Annual Report of the Company on the business and operations of the Company together with the Audited financial accounts for the financial year ended on 31st March, 2023.
1. FINANCIAL PERFORMANCE & HIGHLIGHTS
(Rs. In lakhs)
|
PARTICULARS
|
MARCH 31, 2023
|
MARCH 31, 2022
|
|
Revenue From Operations (Gross)
|
14640.09
|
9736.68
|
|
Less: Excise Duty
|
0
|
0
|
|
Revenue from operations (Net)
|
14640.09
|
9736.68
|
|
Other Income
|
0.71
|
.043
|
|
Total Revenue
|
14641.68
|
9741.03
|
|
Profit before Depreciation, Interest and Tax Expenses
|
1850.89
|
1062.18
|
|
Less: Finance Cost
|
59.63
|
104.49
|
|
Profit before Depreciation and Tax Expenses
|
1791.26
|
957.69
|
|
Less: Depreciation
|
55.97
|
61.88
|
|
Net Profit before Tax
|
1735.29
|
895.81
|
|
Less: Current Tax
|
446.56
|
225.45
|
|
Less: Deferred Tax
|
2.14
|
(2.25)
|
|
Net Profit after Tax
|
1286.59
|
672.61
|
2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR (OBJECTS, PERFORMANCE)
During the year under review, the Company registered revenue of Rs 14640.09 lacs as against revenue of Rs 9736.68 lacs during preceding financial year.
Our margins and performance were remarkable due to increase in prices of final products of the Company. The Company recorded a Net Profit of Rs. 1286.59 Lacs in FY 2022-23 on y-o-y basis as compared to profit of Rs. 672.61 Lacs in FY 2021-22. Your Directors are optimistic about company’s business and hopeful of better performance with increased revenue in the coming year. There was no change in the nature of business of Company.
3. DIVIDEND:
During the period under review, the Board of Directors have not recommended any dividend and proposes to put the reserves for enhancing business.
4. LISTING INFORMATION
The Equity Shares in the Company are continued to be listed with NSE Platform and in dematerialized form through depositories in order to eliminate all risks associated with physical shares and for ease of portfolio management. The ISIN No. of the Company is INE411Y01011.
5. CHANGE IN NATURE OF BUSINESS
During the Year under review, there is no change in the nature of business.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 123 of the Companies Act, 2013 do not apply.
7. TRANSFER TO RESERVES & SURPLUS
During the period under review, your directors have not transferred any amount to generalreserves.
8. CREDIT RATING
The company has not obtained any rating from any Credit Rating Agency during the year.
9. SHARE CAPITAL & UNCLAIMED SHARES:
• Authorized Share Capital:
Rs. 1,40,00,00,000/- (Rupees One Hundred & Forty Crores only) divided into 14,00,00,000 (Fourteen Crores) Equity Shares of Rs. 10/- (Rupees Ten only)
During the period under review, the company has increased its Authorised share capital from Rs. 90,00,00,000/- (Rupees Ninety Crores only) divided into 9,00,00,000 ( Nine Crores) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,40,00,00,000/- (Rupees One Hundred & Forty Crores only) divided into 14,00,00,000 (Fourteen Crores) Equity Shares of Rs. 10/- (Rupees Ten only) vide Resolution passed by the members in EOGM dated 19.12.2022.
• Issued, Subscribe and Paid-up Share Capital:
Rs. 76,44,00,000/- (Rupees Seventy Six Crores Forty Four Lacs only) divided into 7,64,40,000 ( Seven Crores Sixty Four Lacs Forty Thousand only) Equity shares of Rs. 10/- (Rupees Ten only) each.
During the period under review, the company has increased it paid-up share capital from Rs. 38,22,00,000/- (Rupees Thirty Eight Crores Twenty Two Lacs only) divided into 3,82,20,000 (Three Crores Eight Two Lacs Twenty Thousand only) Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 76,44,00,000/- (Rupees Seventy Six Crores Forty Four Lacs only) divided into 7,64,40,000 ( Seven Crores Sixty Four Lacs Forty Thousand only) Equity shares of Rs. 10/-(Rupees Ten only) eachby way of Bonus issue in the ratio of 1:1 vide Resolution passed by the members in EOGM dated 10.10.2022.
• Issue Of shares on Bonus Issue
Your Company has issued bonus share in ratio of 1:1 during the financial year 2022-23 as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 vide Resolution passed by the members in EOGM dated 10.10.2022.
• Offer for Right Issue
During the year, Company has proposed to offer and issue of fully paid-up equity shares of the Company, on rights issue to existing eligible equity shareholders of the Company as on the record date to be decided later, for an amount not exceeding Rs. 49,50,00,000/- (Rupees Forty-Nine Crore Fifty Lakh Only), in accordance with applicable laws, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “Rights Issue”).
10. DEPOSITORY PARTICIPANT
Your Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.
11. DIRECTOR’S & KEY MANAGERIAL PERSONNEL
The members of the Company’s Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The Board/committee meetings are prescheduled and a tentative annual calendar of the Board and Committee meetings is circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings. Only in case of special and urgent business, if the need arises, the Board’s/Committee’s approval is taken by passing resolutions through circulation or by calling Board/Board Committee meetings at short notice, as permitted by law.
In accordance with the provisions of section 149, 152, 203 & Article 105 to 110 of Article of Association of the Company and other applicable provisions of the Companies Act, 2013, one third of the of Directors who are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.
Consequently Mr. Sonu Sharma, Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends their reappointment for the consideration of Members of the Company at the ensuing Annual General Meeting.
The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.
The board of directors of the company duly constituted during the year and aprat from above there were no changes made in the composition of Board of Directors during the year.
Following are the Directors and KMP as on 31.03.2023:-
|
S. NO.
|
NAME OF PERSON
|
DESIGNATION
|
|
1.
|
Mr .Mukesh Manveer Singh
|
Chairman & Managing Director
|
|
2.
|
Mr. Kailash Brahmabhatt
|
Non-Executive Independent Director
|
|
3.
|
Mr. Arvind Rao
|
Non-Executive Independent Director
|
|
4.
|
Mr. Akash Kumar
|
Executive Director
|
|
5.
|
Mr. Manoj Trivedi
|
Non-Executive Director
|
|
5.
|
Mr. Sonu Sharma
|
Non-Executive Director
|
|
6.
|
Ms. Sanjeeda Dagar
|
Non-Executive Independent Director
|
|
7.
|
Ms. Nishu Goyal
|
Chief Financial Officer
|
|
8.
|
Ms. Vandana Patidar
|
Chief Executive Officer
|
|
9.
|
Mr. Ankit Kumar Sharma
|
Company Secretary & Compliance Officer
|
Further after the closure of the financial year Mr. Ankit Kumar Sharma Company Secretary & Compliance Officer has resigned from company w.e.f. 31.07.2023
12. MEETINGS OF THE BOARD AND ITS COMMITTEES.ATTENDANCE AND CONSTITUTION OF VARIOUSCOMMITTEES
During the financial year, Four (16) Board meetings were convened and duly held. The intervening gap between the said meetings were in accordance with the provisions of the Act, relevant Rules made thereunder, Secretarial Standards issued by the Institute of Company Secretaries of India and provisions of the Listing Regulations. The details of meetings of the Board and Committees of the Board held during the year, attendance of Directors thereat and other details of various Committees of the Board are given in the Report on Corporate Governance, forming part of this Report. Report “CODE
13. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
Your Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. All Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the financial year ended March 31, 2023 in accordance with Regulation 17(5) of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code aims at ensuring consistent standards of conduct and ethical business practices across the Company. The Company has posted the Code of Conduct for Directors and Senior Management on the company’s website www.debockgroup.com under Investors link. Code Of Conduct For Prohibition Of Insider trading
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of insider trading and the code for
corporate disclosures (“Code”), as approved by the Board from time to time, are in force at the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The Policy is available on the website of the Company www.debockgroup.com under the Investors link.
14. ANNUAL EVALUATION OF BOARD, PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.
The Board evaluated its performance 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. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are asprovided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.
The Chairman of the Board had one-on-one meetings with the Independent Directors and the Chairman of NRC had one-on-one meetings with the Executive and Non-Executive, NonIndependent Directors. These meetings were intended to obtain Directors’ inputs on effectiveness of the Board/Committee processes.
The Board and the NRC 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.
While Independent directors in their separate meeting have carried out to assess the performance of Chairman and other Directors of the Board more particularly about their business acumen and contribution to the Company, the performance evaluation of the Independent Directors was carried out by the entire Board. The Independent Directors expressed their satisfaction with the
evaluation process, functioning such as adequacy of the composition of the Board of Directors and its Committees, Board culture, execution and performance of duties, obligations, responsibilities and governance.
15. RETIRE BY ROTATION
In pursuant to Section 152(6) of the Companies Act 2013, Mr. Sonu Sharma is liable to retire by rotation at the ensuing Annual General Meeting.
16. DISCLOSURES BY DIRECTORS
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.
17. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
The Company has received declarations from all the Independent Directors of the Company confirming that:
• They have complied with Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
• They meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations;
• In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Director's database maintained by the Indian Institute of Corporate Affairs.
• In terms of Regulation 25(8) of the SEBI Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
• In terms of Regulation 25(9) of the SEBI Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the SEBI Listing Regulations by the Independent Directors of the Company.
18. FINANCE & ACCOUNTS
Your Company prepares its Financial Statements in accordance with the Accounting Standards prescribed under section 133 of the Companies Act, 2013 read with the relevant rules issued there under and other accounting principles generally accepted in India. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Company’s
state of affairs, profits and cash flows for the year ended March 31, 2023. The Company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. The estimates andjudgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a trueand fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March 31, 2023.The Company has neither revised the financial statements nor the report of Board of Directors.
19. SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATES COMPANY
The Company does not have any Subsidiary/Joint Venture/Associates Company.
20. CONSOLIDATED FINANCIAL STATEMENTS :-
Since the Company has no Subsidiary, Associate or Joint Venture and therefore question of Consolidated Financial Statements do not arise.
21. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2023 as Annexure.
22. CORPORATE GOVERNANCE
Corporate Governance is evolved by not only ensuring compliance with regulatory requirements but also by being responsive and responsible to the needs of stakeholders with rewarding environment. Your Company believes that best Corporate Governance practices are critical to enhance and retain investor trust.
We, at Debock, believe that good and effective Corporate Governance is critical to achieve corporate vision and mission of the organization; it is more of an organizational culture than a mere adherence to rules and regulations. Law are alone cannot bring changes and transformation, and voluntary compliance both in form and in substance plays an important role in developing good Corporate Governance.
By virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are applicable to the company. Hence, Corporate Governance Report form a part of this Board Report as Annexure.
23. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), with respect to Directors’ Responsibility Statement, your Directors confirm that:
H To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013.
H In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.
H The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2023 and of the Profit of the Company for the year ended on that date.
H The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.
The Directors have prepared the Annual Accounts of the Company on a going concern basis.
The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and
The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.
24. AUDITORS:-
a) Statutory Auditors:-
M/s Mittal & Associates, Chartered Accountants (Firm Registration No. 106456W) were appointed by the shareholders at the Eleventh Annual General Meeting held on 30th September, 2019, for
five financial years to hold office till the conclusion of the 16th Annual general Meeting of the company.
Hence, the term of the said Statutory Auditors shall expire at the 16th Annual General Meeting of the company to be held in the year 2024 as per the provisions of Section 139 of the Companies Act, 2013.
The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Independent Auditor’s Report:- There were certain observations and remarks raised by the Auditors of the Company. There are observations of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self- explanatory.
Auditor Remarks:
As disclosed under note 5, the Company has shown Capital WIP of Rs.120.65 Lacs for which no capitalization certificates or work completion certificates has been provided. Further no supporting documents/ invoices of amount capitalized under this head are available and hence in the absence of proper audit trail, we are unable to quantify consequential impact of the same, if any, on the financial statements for the year under audit
Board Remarks: The management stated that company is under process of receiving the certificates and supporting/invoices and will provide the same as soon as possible.
Auditor Remarks:
During the year the Company has made a total payment of Rs. 121.92 lacs on account of Abhishek Khandelwal, against which no supporting documents /Invoices and expense vouchers have been provided to us for our verification and hence in absence of the above documents, we are unable to comment on the impact of the same, if any, on the financial statements for the year under audit.
Board Remarks: The management stated that company is under process of receiving the certificates and supporting/invoices and will provide the same as soon as possible.
Auditor Remarks:
The Company has defaulted in repayment of dues to banks financial institutions and government as detailed under.
|
Name of the bank/ Financial Institution
|
Nature of default
|
Amount of default
(Rs. In Lakhs)
|
Period of default
|
Present status
|
|
United Bank of India (Term Loan and Cash
|
Principal Interest
|
451.69
|
More than 24 months
|
Restructured but repayment not
|
Board Remarks: The management stated that company paid all the outstanding loan including interest in Financial Year 2023-24.
b) Cost Auditors:-
The Central Government has not prescribed maintenance of cost record for the business activity in which the Company is engaged; therefore the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules, 2014 are not applicable to the Company.
c) Secretarial Auditor:-
In terms of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed, M/s. NKM & Associates, Practicing Company Secretaries, Thane (Membership no. 54970) & (CP No 20414) as a Secretarial Auditors of the Company who conducted the Secretarial Audit for the period 2022-23. There are certain observations and remarks made by Secretarial Auditors of the Company by the Secretarial Auditor in the Secretarial Audit Report. The report of the Secretarial Auditors is enclosed as Annexure to this report.
d) Internal Auditor
M/s ADV & Associates, Chartered Accountants (FRN: 128045W) were appointed as Internal Auditor of the Company to conduct Internal Audit of the company for the financial year 2022-23 as required under Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and the reports of the Internal Auditors are reviewed by the Audit Committee from time to time. The observations and suggestions of the Internal Auditors are reviewed and necessary corrective/preventive actions are taken in consultation with the Audit Committee.
25. REPORTING OF FRAUD BY AUDITORS
During the Financial year 2022-23, the Statutory Auditors has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act,2013.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board. This policy would help to create an environment wherein individuals feel free and secure to raise an alarm, whenever any fraudulent activity takes place or is likely to take place. It will also ensure that complainant(s) are protected from retribution, whether within or outside the organization.
27. RISK MANAGEMENT
In today’s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Business Risk Evaluation and Management is an on-going processwithin the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company. Your Company has identified the following risks:
a) Price Risk
Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
b) Interest Rate Risk
Any increase in interest rate can affect the finance cost. Your Company’s dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.
c) Human Resource Risk
Your Company’s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and non-availability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the
industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.
d) Competition Risk
The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.
e) Compliance Risk
Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.
f) Industrial Safety, Employee Health and Safety Risk
The Industry is labour intensive and is exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.
28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the Year, there is no such material event or changed occurred which affects the financial position of the Company
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE
There are no significant and material order passed by the Regulators/ court that would impact the status of the company and its future operations.
30. DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
31. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES, 2014
During the period under review the company has accepted some unsecured loan from its directors which was not covered under the definition of deposits and the required declaration from the director and relative of director, as the case may be, duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others. The details of monies accepted are as under:
|
Name
|
Relation
|
Amount
|
|
Mukesh Manveer Singh
|
Director
|
726.05 Lacs
|
|
Priyanka Sharma
|
Wife of Director
|
140.15 Lacs
|
|
TOTAL
|
|
866.20 Lacs
|
32. INFORMATION PURSUANT TO RULE-5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION ) OF MANAGERIAL PERSON, RULE 2014 OF THE COMPANIES ACT, 2013 :-
None of the Employee is in receipt of remuneration in excess of limits prescribed under Rule 5(2) of Companies ( Appointment & Remuneration of Managerial Personnel) Rules, 2014, i.e The Company has not employed any employee for any post that has paid remuneration in excess of Rs.1,02,00,000/- per annum or in excess of Rs.8,50,000/-per month.
33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on Arm’s Length Basis and do not attract the provisions of section 188 of
the Companies Act, 2013 and rules made there under. Disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 and its rules in the Annexure to the directors report.
Related party transactions have been disclosed under significant accounting policies and notes forming part of the financial statements in accordance with “Accounting Standard 18”. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm’s length basis or fair value.
35. ENVIRONMENT AND SAFETY
Your Company is driven by principles of sustainability incorporating environment, employees and society aspects in all our activities. We are focused on employee well-being, developing safe and efficient products, minimizing environmental impact of our operations and products and minimizing the impact of our operations on society. Your Company is conscious of the importance of environmentally clean and safe operations and ensure of all concerned, compliances, environmental regulations and preservation of natural resources.
36. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per provisions of Section 135 of the Company Act 2013, and rules made there under, the CSR is applicable on your company for the Financial Year 2022-23.
37. DIRECTORS RESPONSIBILITY STATEMENT
• To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013.
• In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.
• The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2021 and of the Profit of the Company for the year ended on that date.
• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other irregularity.
• The Directors have prepared the Annual Accounts of the Company on a going concern basis.
• The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and
• The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in Annexure as an integral part of this report.
39. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations. The Audit Committee gives valuable suggestions from time to time for improvement of the company’s business processes, systems and internal controls. All efforts are being made to make the internal control systems more effective.
40. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the have approved a policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Objective, Role of Committee, Appointment and removal of directors/KMP/ Senior Management, Terms & tenure, Evaluation, Policy For Remuneration To Directors/ KMP/ Senior Management Personnel etc.
The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters
as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure and forms part of this Report.
41. HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY
At Debock, we consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant endeavour is to invest in people and people processes to improve human capital for the organization and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organization continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution.
Employees’ well-being and safety is of paramount importance to us. Creating a safe and healthy work environment is the most material issue in our operations. The focus is to continuously improve our health and safety performance. All our employees are provided with relevant personal protective equipment according to the nature of work handled. They are also imparted relevant training on safety and handling of hazardous materials.
42. PARTICULARS OF EMPLOYEES
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to www.debockgroup.com.
43. INTERNAL COMPLAINT COMMITTEE (ICC) AND OTHER DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has zero tolerance sexual harassment at workplace. The company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set upto redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Internal Complaint Committee of the Company has not received any complaint of Sexual Harassment during the financial year under review.
The following is a summary of Sexual Harassment complaints received and disposed off during the year 2022-23:
No. of Complaints received: NIL No of complaints disposed off: NIL
44. ANNUAL RETURN
As required under Section 92 (3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of th Companies (Management and Administration) Rules, 2014 the Annual Return is put up on the Company’s website and can be accessed at http: / /debockgroup.com/Investors.
45. DEMATERIALISATION OF SHARES
As now, your Company is listed from 5th June, 2018, the shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories
i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on today, 100% of the share capital stands dematerialized.
46. INTERNAL FINANCIAL CONTROL
According to Section 134(5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.
To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.
47. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
48. CAUTIONARY STATEMENT
Statements in this report, describing the Company’s objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company’s operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.
49. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.
2. As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.
3. As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.
4. 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.
5. The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
7. Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made.
50. ACKNOWLEDGEMENT
The Directors of your Company acknowledge a deep sense of gratitude for the continued support extended by Investors, Customers, Business Associates, Bankers and Vendors. Yours Directors place on record their appreciation for the significant contribution made by the employees at all levels through their hard work and dedication. The Directors also thanks the various Government and Regulatory Authorities and last but not the least the Shareholders for their patronage, support and faith in the company. The Board looks forward to their continued support in the years to come.
By the order of the Board For Debock Industries Limited
(Formerly known as Debock Sales & Marketing Limited)
Sd/-
Mukesh Manveer Singh DIN: 01765408
Chairman & Managing Director
Place: Jaipur Dated: 04/09/2023
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