Dear Shareholders,
The Board of Directors hereby submits the report of the business and
operations of D. P. Abhushan Limited (the Company), along with the audited
financial statements, for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS ( In Lakhs)
|
STANDALONE |
CONSOLIDATED |
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
F.Y. 2021-22 |
Revenue From Operations |
1,97,512.02 |
1,73,137.99 |
1,73,137.99 |
Other Income |
22.99 |
32.00 |
32.00 |
Total Income |
1,97,535.00 |
1,73,169.99 |
1,73,169.99 |
Less: Total Expenses before Depreciation, |
1,89,676.67 |
1,65,653.24 |
1,65,634.51 |
Finance Cost and Tax |
|
|
|
Profit before Depreciation, Finance Cost and Tax |
7,858.33 |
7,516.75 |
7,535.48 |
Less: Depreciation |
491.14 |
537.03 |
546.34 |
Less: Finance Cost |
1,302.41 |
1,519.35 |
1,519.43 |
Profit Before Tax |
6,064.78 |
5,460.37 |
5,469.71 |
Less: Current Tax |
1530.69 |
1,396.56 |
1,396.56 |
Less: Deferred tax Liability (Asset) |
2.41 |
20.27 |
19.71 |
Profit after Tax |
4,531.69 |
4,043.54 |
4,053.44 |
*During the financial year 2021-22, the Company had made disinvestment
in its wholly owned subsidiary - D.P.Jewelline Limited (Formerly known as Gatha Trendz
Limited) w.e.f January 25, 2022 and sold entire stake of D.P.Jewelline Limited (Formerly
known as Gatha Trendz Limited) to related parties and hence requirement for providing
Consolidated results for FY 2022-23 is not applicable to the Company.
D. P. Abhushan Limited is engaged in the business of manufacturing,
sale and trading of Gold Jewellery, Diamond Jewellery, Platinum Jewellery, Silver
Jewellery and other precious Metals.
D.P. Abhushan Limited was originally formed as a Partnership Firm in
the name and style of M/s D.P. Jewellers. The name of the partnership firm
M/s D.P. Jewellers was changed to M/s D.P. Abhushan vide
partnership deed dated February 14, 2017. M/s D. P. Abhushan was converted
from partnership firm to Public Limited Company with the name of D. P. Abhushan
Limited on May 02, 2017 vide CIN No. L74999MP2017PLC043234 under the Part I of
chapter XXI read with section 366 of the Companies Act 2013.
Under the registration of the company under chapter XXI of the
Companies Act, 2013 the business and assets and liabilities of M/s. D. P. Abhushan
(Partnership Firm) have become the property of the company and have been taken at their
book-value (i.e. Total assets less total liabilities) on and from the date of
incorporation of the company. Accordingly, the company shall undertake, pay, observe,
satisfy, perform and fulfil the agreements, arrangements and liabilities of the said firm
entered into in the name of the said firm and in relation to said business and assets
brought in as aforesaid, and indemnify the erstwhile partners, their executors, estates,
and effects from and against all actions, proceedings, claims.
FINANCIAL PERFORMANCE
On Standalone Basis
The standalone revenue for financial year 2022-23 stood at
1,97,512.02 Lakh as compared to 1,73,137.99 Lakh in previous financial year 2021-22. The
standalone net profit after tax for the financial year 2022-23 stood at
4,531.69Lakh as compared to 4,043.54 Lakh for the previous financial
year 2021-22.
The Company has reported record growth of 12.07% in standalone net
profit after tax and 14.08% in revenue for the full financial year 2022-23 as compared to
the previous financial year 2021-22.
On Consolidated Basis
The consolidated revenue for financial year 2021-22 stood at
1,73,137.99 Lakh. The consolidated net profit after tax for the financial year 2021-22
stood at
4,053.44Lakh.
DIVIDEND
Your Directors recommended a final dividend of 1.00/- per equity share
on the Company's 22254850 equity shares of 10.00 each (10%) for the financial year
2022-23, in its meeting held on August 11, 2023.
The final dividend on the equity shares, if declared as above, would
entail a total outflow of 222.5485 lakh. The dividend payment is subject to approval of
members at the ensuing Annual General Meeting. The dividend payout is in accordance with
the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of t h e
C o m p a n y c a n b e a c c e s s e d a t h t t p s : / / w w w. d p j e w e l l e r s .
c o m / l a -assets/dp/pdf/Dividend%20Distribution%20Policy.pdf.
Dividend of 1.00/- per equity share on the Company's 22254850
equity shares of 10.00 each (10%) for the financial year 2021-22, had been declared by the
Board in its meeting held on May 24, 2022 and subsequently approved by the Shareholders in
their meeting held on 30/09/2022.
The dividend payout is in accordance with the Dividend Distribution
Policy of the Company.
The details of total amount lying in the unclaimed and unpaid Dividend
accounts of the Company as on March 31, 2023 are given below; ( In Lakhs)
Financial year |
Date of declaration of
dividend |
Amount per Equity share (in
) |
Dividend payment (%) |
Total Unclaimed & Unpaid
Amount (in ) |
Due date for claiming
Dividend |
2021-22 |
September 30, 2022 |
1.00 |
10.00% |
5,54,467 |
November 27, 2029 |
The Details of Shareholders whose Dividend is unpaid or unclaimed are
uploaded on the Website of the Company at www.dpjewellers.com.
Members who have not yet encashed their dividend warrant(s) for the
above financial years, are requested to make their claims before relevant due dates
without any delay to the Company or Registrar and Transfer Agents (RTA), Bigshare Services
Private Limited. Shareholders are also informed that pursuant to the provisions of
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (the Rules) the final dividend declared for the financial year
2021-22, which remained unclaimed for a period of seven years will be credited to the IEPF
on or before November 27, 2029. The corresponding shares on which dividend remains
unclaimed for seven consecutive years will also be transferred as per the procedure set
out in the Rules.
Accordingly, Shareholders are requested to claim the final dividend
declared for the financial year 2021-22 before the same is transferred to the IEPF.
TRANSFER TO GENERAL RESERVE
Your Directors do not propose transfer of any amount to the General
Reserves. Full amount of net profit are carried to reserve & Surplus account of the
Company.
CHANGE IN NATURE OF BUSINESS
During the year, your Company has not changed its business or object
and continues to be in the same line of business as per main object of the Company.
SHARE CAPITAL
During the year under review, there was no change in the authorized and
paid-up share capital of the Company:
AUTHORIZED CAPITAL
The Authorized Capital of the Company, as at closure of financial year
2022-23, was 2,285.00 Lakh divided into 22850000 Equity Shares of 10/- each.
ISSUED, SUBSCRIBED & PAID-UP CAPITAL
Issued, Subscribed & Paid-up Capital of the Company, as at closure
of financial year 2022-23,was 2,225.485 divided into 22254850 Equity Shares of 10/-
each.
The entire Paid-up Equity share Capital of the Company is listed at
National Stock Exchange of India Limited.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board
The Board of the Company comprises seven directors out of which two are
Promoter Executive Directors and one is Promoter Non-Executive Director and four are
Non-Promoter Non-Executive Independent Directors. The Constitution of the Board of
Directors and other disclosures related to the Board of Directors are given in the Report
on Corporate Governance.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under
Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and
declaration as to compliance with the Code of Conduct of the Company. None of the
Directors of the Company is disqualified for being appointed as Director as specified in
Section 164 (2) of the Companies Act, 2013.
Board Meeting
Regular meetings of the Board are held, inter-alia, to review the
financial results of the Company. Additional Board meetings are convened, as and when
required, to discuss and decide on various business policies, strategies and other
businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 9
(Nine) times, viz April 18, 2022; May 24, 2022; June22, 2022; June 28, 2022; August7,
2022; September 7, 2022;November 7, 2022; January 27, 2023 and March 23, 2023.
The details of attendance of each Director at the Board Meetings and
Annual General Meeting are given in the Report on Corporate Governance.
INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and rules made there
under and Listing Regulations, the Company has four Non-Promoter Non-Executive Independent
Directors amongst which one is woman independent director. In the opinion of the Board of
Directors, all the four Independent Directors of the Company meet all the criteria
mandated by Section 149 of the Companies Act, 2013 and rules made there under and Listing
Regulations and they are Independent of Management.
A separate meeting of Independent Directors was held on March 23, 2023
to review the performance of Non-Independent Directors and Board as whole and performance
of Chairperson of the Company including assessment of quality, quantity and timeliness of
flow of information between Company management and Board that is necessary for the board
of directors to effectively and reasonably perform their duties. The meeting was attended
by all the Independent Directors of the Company. Vide Special resolution passed by the
Members at the Extra Ordinary General Meeting of the Company on May13, 2022, Mr. Mukesh
Kumar Jain (DIN: 00653837) has been re-appointed as Non-Executive Independent Director of
the Company to hold office for a second term of 5 (five) consecutive years, that is, up to
July14, 2027 and Ms. Apurva Chordia (DIN: 09575780) was appointed as Woman Non-Executive
Independent Director of the Company to hold office for a term of 5 (five) consecutive
years with effect from April 19, 2022 till April 18, 2027. Vide Special resolution passed
by the Members through postal ballot on July14, 2023, Mr. Sanskar Kothari (DIN: 06779404)
has been re-appointed as Non-Executive Independent Director of the Company to hold office
for a second term of 5 (five) consecutive years, that is, up to July15, 2028.
The terms and conditions of appointment of Independent Directors and
Code for Independent Director are incorporated on the website of the Company at
https://www.dpjewellers.com/la-assets/dp/pdf/company_policy/Term%20&%20Conditions%20of%20Appointment%20of%20Independent%20Di
rectors.pdf The Company has received a declaration from the Independent Directors of the
Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations
confirming that they meet criteria of Independence as per relevant provisions of Companies
Act, 2013 for financial year 2023-24. The Board of Directors of the Company has taken on
record the said declarations and confirmation as submitted by the Independent Directors
after undertaking due assessment of the veracity of the same. In the opinion of the Board,
they fulfill the conditions for Independent Directors and are independent of the
Management. All the Independent Directors have confirmed that they are in compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules,
2014, with respect to registration with the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
None of Independent Directors have resigned during the year.
INFORMATION ON OTHER DIRECTORATE
In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mr. Santosh Kataria Chairman and Managing Director
of the Company retires by rotation at the ensuing annual general meeting. He, being
eligible, has offered himself for re-appointment as such and seeks re-appointment. The
Board of Directors recommends his appointment on the Board. The relevant details, as
required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standards-II
issued by ICSI, of the person seeking re-appointment as Directors are annexed to the
Notice convening the sixth annual general meeting.
KEY MANAGERIAL PERSONNEL
During the year 2022-23, the Company had Mr. Santosh Kataria, Chairman
and Managing Director, Mr. Anil Kataria, Whole Time Director, Ms. Aashi Neema as Company
Secretary and Compliance Officer and Mr. Vijesh Kumar Kasera was serving as Chief
Financial Officer who were acting as Key Managerial Personnel at different positions.
The Board placed its appreciation to all Key Managerial Personnel for
serving the Company during their tenure.
PERFORMANCE EVALUATION
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
Companies Act, 2013 in the following manners;
? The performance of the board was evaluated by the board, after
seeking inputs from all the directors, on the basis of the 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 the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
? The board and the nomination and remuneration committee reviewed the
performance of the individual directors on the basis of the 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. .
? In addition, the chairman was also evaluated on the key aspects of
his role.
Separate meeting of independent directors was held to evaluate the
performance of non-independent directors, performance of the board as a whole and
performance of the chairman, taking into account the views of executive directors and
non-executive directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that: a) In preparation of
annual accounts for the year ended March 31, 2023, the applicable accounting standards
have been followed and that no material departures have been made from the same; b) The
Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
or loss of the Company for that year; c) The Directors had taken proper and sufficient
care for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; d) The Directors had prepared the annual
accounts for the year ended March 31, 2023 on going concern basis. e) The Directors had
laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and f) The
Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has
formed various committees, details of which are given hereunder.
1. |
Audit Committee |
2. |
Nomination and Remuneration Committee |
3. |
Stakeholders Relationship Committee |
4. |
Corporate Social Responsibility Committee |
5. |
Risk Management Committee. |
|
|
The composition of Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and Risk Management Committee, their
respective role and responsibility are detailed in the Report on Corporate Governance
annexed to this Report.
AUDIT COMMITTEE
The Company has formed Audit Committee in line with the provisions
Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2023, the Audit Committee comprised Mr. Sanskar Kothari
(Non-Executive Independent Director) as Chairperson and Mr. Mukesh Kumar Jain
(Non-Executive Independent Director), Mr. Deepak Gadia (Non-Executive Independent
Director) and Mr. Santosh Kataria (Chairman and Managing Director) as Members.
Recommendations of Audit Committee, wherever/whenever given, have been
accepted by the Board of Directors.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to Section 135 of Companies Act, 2013, the Company has
constituted Corporate Social Responsibility Committee (the CSR Committee) with
object to recommend the Board a Policy on Corporate Social Responsibility and amount to be
spent towards Corporate Social Responsibility.
As at March 31, 2023, the CSR Committee comprised Mr. Sanskar Kothari
(Non-Executive Independent Director) as Chairman and Mr. Mukesh Jain (Non-Executive
Independent Director) and Mr. Santosh Kataria (Chairman and Managing Director) as Members
of the Committee.
The CSR Committee is responsible for indicating the activities to be
undertaken by the Company, monitoring the implementation of the framework of the CSR
Policy and recommending the amount to be spent on CSR activities. During the year under
review, CSR Committee Meetings were held onMay 24, 2022; August7, 2022 and March 23, 2023
in which requisite quorum were present. The meetings were held to review and approve the
expenditure incurred by the Company towards CSR activities.
The CSR Policy may be accessed at the web link
https://www.dpjewellers.com/la-assets/dp/pdf/CSR_Policy.pdf. The Annual Report on CSR
activities in prescribed format is annexed as an
Annexure A.
VIGIL MECHANISM
The Company has a Vigil Mechanism wherein the directors/ employees/
associates can approach the Management of the Company (Audit Committee in case where the
concern involves the Senior Management) and make protective disclosures to the Management
about unethical behavior, actual or suspected fraud or violation of the Company's
Code of Conduct, suspected leak of Unpublished Price Sensitive Information. The Vigil
Mechanism requires every employee to promptly report to the Management any actual or
possible violation of the Code or an event he/she becomes aware of that could affect the
business or reputation of the Company. The disclosure reported are addressed in the manner
and within the time frames prescribed in the policy. A mechanism is in place whereby any
employee of the Company has access to the Chairman of the Audit Committee to report any
concerns.
No person has been denied access to the Audit Committee of the Board.
The Policy on Vigil Mechanism is available on the website of the Company at
https://www.dpjewellers.com/la-assets/dp/pdf/Vigil_Mechanism.pdf.
NOMINATION AND REMUNERATION POLICY
Nomination and Remuneration Policy in the Company is designed to create
a high performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary
to its Executive Directors and Key Managerial Personnel. Annual increments are decided by
the Nomination and Remuneration Committee within the salary scale approved by the members
and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at
https://www.dpjewellers.com/la-assets/dp/pdf/Nomination_Remuneration_Policy.pdf.
REMUNERATION OF DIRECTORS
The details of remuneration/sitting fees paid during the financial year
2022-23 to Executive Directors/Directors of the Company is provided in Report on Corporate
Governance which is the part of this report.
PUBLIC DEPOSIT
The Company has not accepted any deposits from Shareholders and Public
falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there
under. Hence, the directives issued by the Reserve Bank of India & the Provision of
Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and
the Rules there under are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY
Details of Loans, Guarantees, Investments and Security covered under
the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statement.
WEB LINK OF ANNUAL RETURN
The link to access the Annual Return is
https://www.dpjewellers.com/la-assets/dp/pdf/Annual_Report/Annual%20return%20F.Y.%202022-23.pdf
RELATED PARTIES TRANSACTION
There are no materially significant Related Party Transactions made by
the Company with Promoters, Directors, Key Managerial Personnel which may have a potential
conflict with the interests of the Company at large. All Related Party Transactions are
placed before the Audit Committee and the Board for approval, if required. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are of a foreseen
and repetitive in nature.
The Company has developed an Internal Guide on Related Party
Transactions Manual and prescribed Standard Operating Procedures for the purpose of
identification and monitoring of such transactions. The Policy on Related Party
Transactions as approved by the Board is uploaded on the Company's website at
https://www.dpjewellers.com/la-assets/dp/pdf/Policy_on_related_party_transaction.pdf.
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed
to this Report as Annexure B.
There was no contracts, arrangements or transactions which was executed
not in ordinary course of business and/or at arm's length basis.
MAINTENANCE OF COST RECORDS
In terms of Section 148 of the Companies Act, 2013 read with Companies
(Cost records and audits) Rules, 2014, the Company is not required to maintain the cost
records.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each executive director to the median
of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Report as Annexure C.
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report. Further, the report and the accounts are being sent to the Members excluding the
aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for
inspection in electronic form. Any Member interested in obtaining a copy of the same may
write to the Company Secretary.
MATERIAL CHANGES AND COMMITMENT
There have been no material changes and commitments for the likely
impact affecting financial position between end of the financial year and the date of the
report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's operations in
future.
SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANY
The Company does not have any subsidiaries / joint venture / associate
company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment, free from harassment of any
nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework,
through which we address complaints of sexual harassment at the all workplaces of the
Company. Our policy assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate. The Company has setup an Internal
Complaints Committee (ICC) for redressal of Complaints.
During the financial year 2022-23, the Company has received Nil
complaints on sexual harassment, out of which Nil complaints have been disposed off and
Nil complaints remained pending as of March 31, 2023.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
A. Conservation of energy i.) The steps taken or impact on conservation
of energy:
No major steps have been taken by the Company. However, the Company
continues its endeavor to improve energy conservation and utilization. ii.) The steps
taken by the Company for utilizing alternate sources of energy:
The Company has continued its focus on energy conservation efforts
through up-gradation of process with new technology. The technology installed by the
Company has provided better results in quality and production and also reducing the
overall cost of production and maintenance which effect production scheduling and various
energy saving initiatives in all areas of production. However, the Company has not
installed any alternate source of energy running on renewable energy source. iii.) The
capital investment on energy conservation equipment: Nil
B. Technology absorption i.) The effort made towards technology
absorption
Your Company has been very thoughtful in installing new technology to
reduce the production cost, improve yield, enhance product endurance and strengthen
finish. However, no new technology has been installed by the Company during the year and
all existing technology has been fully absorbed. ii.) The benefit derived like product
improvement, cost reduction, product development or import substitution
The Company had installed such technology that improve productivity,
quality and reduction in manual intervention and to enhance the quality and productivity.
Improvement in manufacturing process helped the Company in managing production scheduling;
& better & faster servicing of product for domestic as well as global market.
iii.) in case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) a. The details of technology imported: Not
Applicable. b. The year of import: Not Applicable c. Whether the technology has been fully
absorbed: Not Applicable iv.) If not fully absorbed, areas where absorption has not taken
place, and the reasons thereof: Not Applicable v.) The expenditure incurred on Research
and Development: Nil C. Foreign Exchange Earnings & Expenditure -i.) Details of
Foreign Exchange Earnings: NIL ii.) Details of Foreign Exchange Expenditure: NIL
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company, during the year has reviewed its Internal Financial
Control systems and has continually contributed to establishment of more robust and
effective internal financial control framework, prescribed under the ambit of Section
134(5) of the Act. The preparation and presentation of the financial statements is
pursuant to the control criteria defined considering the essential components of Internal
Control - as stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India.
The control criteria ensures the orderly and efficient conduct of the Company's
business, including adherence to its policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
the timely preparation of reliable financial information. Based on the assessment carried
out by the Management and the evaluation of the results of the assessment, the Board of
Directors are of the opinion that the Company has adequate Internal Financial Controls
system that is operating effectively as at March 31, 2023. There were no instances of
fraud which necessitates reporting of material misstatement to the Company's
operations. There has been no communication from regulatory agencies concerning
non-compliance with or deficiencies in financial reporting practices.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for
corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate
of the Practicing Company Secretary with regards to compliance with the conditions of
Corporate Governance is annexed to the Board's Report as Annexure D.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as required by
Regulation 34(2)(f) of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, for the year under review is annexed to the
Board's Report as Annexure E and forms an integral part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company,
for the year under review, Management Discussion and Analysis Report, is presented in a
separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT
M/s. Jeevan Jagetiya & Co., Chartered Accountants, Ahmedabad (FRN:
121335W) were appointed as Statutory Auditors of the Company at the first Annual General
Meeting held on September 21, 2018, for a term of five consecutive years. The present term
is expiring at the sixth annual general meeting of the Company.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' Report does not contain any qualification,
reservation or adverse remark. The Auditors' Report is enclosed with the financial
statements in this Annual Report.
In terms of provision of Section 139(2) of the Companies Act, 2013,
M/s. Jeevan Jagetiya& Co., Chartered Accountants, Ahmedabad (FRN: 121335W) may be
re-appointed for further period of 4 (fOUR) years i.e. from the conclusion of 6th Annual
General Meeting of the Company till 10th Annual General Meeting of the Company and hence
Board of Directors of the Company recommends resolution for re-appointment of M/s. Jeevan
Jagetiya& Co., Chartered Accountants, Ahmedabad (FRN: 121335W) as statutory auditor of
the Company.
SECRETARIAL AUDITOR AND
THEIR REPORT
The Company has appointed Mr. Anand Lavingia, Practicing Company
Secretary, to conduct the secretarial audit of the Company for the financial year 2022-23,
as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an
Annexure F-1.
The Annual Secretarial Compliance Report for the financial year ended
March 31, 2023 issued by Mr. Anand Lavingia, in relation to compliance of all applicable
SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of
Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019
dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) is annexed to this report as an Annexure F-2. The
above reports contain remark regarding 1)Late submission of video recordings of Investor
Meet held on Tuesday, May 24, 2022. The Company had submitted Video Recording on May 27,
2022 and 2) Late submission of video recordings of Investor Meet held on Monday, August 8,
2022. The Company had submitted Video Recording on August 9, 2022 at evening.
Your Directors submit that the Company takes all measures to timely
comply with the entire requirement. However, the delay occurred purely due to oversight
and Company ensures to make timely compliance in future.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.
INSURANCE
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016
There are no proceedings initiated/pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the
Company.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has
maintained a functional website namely www.dpjewellers.com containing basic
information about the Company. The website of the Company is also containing information
like Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
ADOPTION OF IND-AS
The company has prepared the opening balance sheet as per Ind AS as of
1 April 2019 (the transition date) by recognizing all assets and liabilities whose
recognition is required by Ind AS, not recognizing items of assets or liabilities which
are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as
required under Ind AS, and applying Ind AS in measurement of recognized assets and
liabilities.
There were no significant reconciliation items between cash flows
prepared under previous GAAP and those prepared under Ind AS.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND
SECRETARIAL STANDARD 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
Meetings of the Board of Directors' and General Meetings',
respectively, have been duly complied by your Company.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,
to the extent the transactions took place on those items during the year.
APPRECIATIONS AND ACKNOWLEDGMENT
Your Directors wish to place on record their sincere appreciation for
significant contributions made by the employees at all levels through their dedication,
hard work and commitment, enabling the Company to achieve good performance during the year
under review.
Your Directors also take this opportunity to place on record the
valuable co-operation and support extended by the banks, government, business associates
and the shareholders for their continued confidence reposed in the Company and look
forward to having the same support in all future endeavors.
Registered Office: |
By order of the Board of Directors |
138, Chandani Chowk, Ratlam, |
For, D. P. ABHUSHAN LIMITED |
Madhya Pradesh- 457001 |
CIN: L74999MP2017PLC043234 |
Place: Ratlam |
Anil Kataria |
Santosh Kataria |
Date: September 6, 2023 |
Whole-Time Director |
Chairman & Managing Director |
|
(DIN: 00092730) |
(DIN: 02855068) |
|