To,
The Members,
Your Directors have pleasure in presenting their 15th Annual
Report on the business and operations of the Company and the accounts for the Financial
Year ended 31st March, 2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Standalone financial statements for the year ended March 31, 2022
have been prepared in accordance with the Indian Accounting Standards (IND AS) notified
under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
The financial statements under Section 133 of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014.
Financial Summary as under:
[Amount in Lakhs.]
Particulars |
Consolidated |
Standalone |
|
2021-2022 |
2020-2021 |
2021-2022 |
2020-2021 |
Gross Income |
981.02 |
231.31 |
489.65 |
160.67 |
Finance Charges |
(22.60) |
(9.16) |
18.43 |
2.53 |
Gross Profit/(Loss) |
27.92 |
32.20 |
35.90 |
68.90 |
Tax |
(15.01) |
(16.61) |
(10.07) |
(15.88) |
Net Profit/(Loss) After Tax |
12.92 |
15.59 |
25.83 |
52.21 |
Other Comprehensive Income |
8.23 |
- |
1.06 |
0.03 |
For the financial year 2021-2022, your Company recorded consolidated
net revenue of Rs. 981.02 Lakhs as against 231.31 lakhs in the previous year and thereby
recorded growth of 324.11% in the net sales. The key growth driver during the year was
mainly due to removal of travel restrictions removed various countries over the globe.
2. DIVIDEND
Considering the present financial status of the Company, your directors
do not recommend any dividend for the year under report.
3. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs. 12.92 Lakhs
on consolidated basis for Financial Year under review.
The total reserves for the Financial Year 2021-2022 is Rs. 418.64
Lakhs.
4. SHARE CAPITAL
The total paid up share capital of the Company as on 31st
March, 2022 is Rs. 260 Lakhs comprising of 26,00,000 Equity Shares of Rs. 10/- each.
After end of the financial year the company has done subdivision of
equity shares on 10th May 2022 from Existing face value of Rs.10(Ten) To
Rs.2(Two).
5. BUSINESS OUTLOOK
The markets your Company is concerned with are undergoing a massive
disruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemic
continues to evolve and the effects on such markets remain uncertain.
The outlook going forward will depend, in addition to other factors, on
how COVID-19 continues to affect the economy.
Further information regarding the potential impact of COVID-19 and
various steps taken by your Company are provided as part of the MD&A Report.
6. THE CHANGE IN THE NATURE OF BUSINESS
No change in the nature of business activities during the year.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
No material changes and commitments, affecting the financial position
of the Company occurred between the end of the Financial Year of the Company i.e., 31st
March, 2022 and the date of this Directors? Report i.e., 17th August
except as mentioned in this Report.
8. MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR
A. Acquisition of 51% shares of Dudigital BD Private Limited
The company at its Board Meeting held on 27th September 2021
approved 51% shares Acquisition of Dudigital BD Private Limited Making it as subsidiary of
company.
B. Change of Name of Company
The Name of Company changed from its exisiting name Du Digital
Technologies Limited to Dudigital Global Limited Vide Certificate incorporation issued by
ROC Delhi on 28th February,2022.
MATERIAL EVENTS OCCURRED AFTER END OF FINANCIAL YEAR
A wholly owned Subsidiary has been incorporated in name of Dudigital
Worldwide Private limited. On 22nd July 2022.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013.
10. BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the Financial Year 22 (Twenty Two ) Board Meetings, were convened and
held. The details of which are given as under.
Sr. No. |
Date |
Board Meeting |
|
1. |
08/04/2021 |
2. |
15/04/2021 |
3. |
19/04/2021 |
4. |
04/05/2021 |
5. |
08/05/2021 |
6. |
14/05/2021 |
7. |
18/06/2021 |
8. |
23/06/2021 |
9. |
24/06/2021 |
10 |
05/07/2022 |
11 |
12/07/2021 |
12 |
28/07/2021 |
13 |
23/08/2021 |
14 |
27/09/2021 |
15 |
12/11/2021 |
16 |
23/12/2021 |
17 |
05/01/2022 |
18 |
14/01/2022 |
19 |
01/03/2022 |
20 |
15/03/2022 |
21 |
22/03/2022 |
22 |
29/03/2022 |
The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration Committee.
12. COMMITTEES OF THE BOARD
There are currently three committees of the Board, as following:
a) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted
with the Board of
Directors with respect of auditing and accounting matters. It also
supervises the Company?s financial reporting process. The composition of the
Committee is as under;
Sr. No. Name |
Category |
Designation |
1 Mr. Gaurav Kumar |
Independent Director |
Chairman |
2 Ms. Shalu |
Independent Director |
Member |
3 Mr. Rajinder Rai |
Managing Director |
Member |
During the Financial year 5 Meeting of Audit Committee was held on 23rd
June 2021,09th July 2021 ,12th November 2021, 23rd
December 2021 and 15th March 2022 b) Nomination and Remuneration Committee
The composition of the Committee constituted is under;
Sr. No. Name |
Category |
Designation |
1 Shalu |
Independent Director |
Chairman |
2 Gaurav Kumar |
Independent Director |
Member |
3 Shivaz Rai |
Director |
Member |
During the Financial year 5 Meeting of nomination and Remuneration
Committee was held on 23rd August 2021,12th November 2021,23rd
December 2021,1st March 2022 and 22nd March 2022. c) Stakeholders
Relationship Committee
The composition of the Committee constituted is under;
Sr. No. Name |
Category |
Designation |
1 Shivaz Rai |
Director |
Chairman |
2 Gaurav Kumar |
Independent Director |
Member |
3 Madhurima Rai |
Whole Time Director |
Member |
During the Financial year 3 Meeting of Stakeholders Relationship
Committee was held on 7th October 2021, 05th January 2022 and 29th
March 2022.
13. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
14. DIRECTORS? RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors
would like to state that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed.
b) 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 true and fair view of the state of affairs of the Company for the year under
review.
c) 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.
d) The directors have prepared the annual accounts on a going concern
basis.
e) 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.
f) The directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were adequate and operating
effectively.
15. AUDITORS
Mukesh Raj & Co., Chartered Accountant, (FRN: 016693) is appointed
as Statutory Auditors of the Company from conclusion of the Annual General Meeting [AGM]
held in the year 2021 till the conclusion of Annual General Meeting to be held in the year
2026.
16. AUDITOR?S REPORT
The Board has duly examined the Statutory Auditor?s report on
accounts which is self-explanatory and clarifications wherever necessary, have been
included in the Notes to Financial Statements of the Annual Report.
17. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, the
Board has appointed Ms. Payal Tachak, proprietress of M/s. Payal Tachak & Associates,
Practicing Company Secretary for the FY 2021-2022.
The report of the Secretarial Auditors is enclosed as Annexure to this
report.
1. Secretarial Auditor?s observation and Management?s
explanation to the Auditor?s observation It states that unless it is provided by the
articles of the Company, 2/3rd directors are liable to retire by rotation and 1/3rd are
liable to retire at every general meeting after the meeting at which first directors are
appointed.
The management is trying to do the needful to comply with the said
provisions.
However, the Company would try and comply with all the provisions to
the fullest extent. The report of the Secretarial Auditor is enclosed as Annexure II to
this report.
18. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL
MEETINGS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings.
19. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti-sexual harassment policy in line with
the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition
and Redressal) Act,
2013 (SH Act). Internal Complaints Committees have been set
up in accordance with the provisions of SH Act at the work place to redress sexual
harassment compliant received. All employees (permanent or contractual trainees) are
covered under the policy. No compliant was received from any employees of the Company or
otherwise during the financial year 2021-2022 and hence no complaint is outstanding as on
31st March, 2022 for redressal.
20. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company under investors/policy documents/Vigil Mechanism Policy link.
21. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy. The
Board periodically reviews the risk and suggests steps to be taken to control and mitigate
the same through a proper defined framework.
22. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and
Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of
Annual Return in MGT 9 is published at website of the Company link for the same is
as under: https://dudigitalglobal.com/investor-relation .
23. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day-to-day
business operations of the
Company. The code laid down by the Board is known as Code of
Business Conduct which forms an Appendix to the Code. The Code has been posted on
the Company?s website.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with new/revised standards
operating procedures.
The Company?s internal control system is commensurate to the size,
scale and complexities of its operations.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
With reference to Section 134(3)(h) of the Companies Act, 2013, all
transactions entered by the Company during FY 2021-2022 with related parties were in the
ordinary course of business and on arm?s length basis. During the year under review,
the Company has not entered into any contract / arrangement / transaction with related
parties as per section 188(1) of the Act, which could be considered material transaction
(i.e. transaction exceeding 10% of annual consolidated turnover as per last audited
financial statements) and all the related party transactions entered by the company during
the financial year were at arm?s length basis and in ordinary course of business. The
details of the related party transactions entered during the year are provided in the
accompanying financial statements.
Disclosure related to contracts/arrangements with related parties are
as per AOC 2 Annexure III.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange
earnings and outgo are NIL during the year.
27. INDUSTRIAL RELATIONS
During the year under review, your Company maintained cordial
relationship with employees at all levels.
28. LISTING WITH STOCK EXCHANGES
The Equity shares of the Company are currently listed on NSE Limited.
29. DETAILS WITH REFERENCE TO SUBSIDIARY, JOINT VENTURE OR, ASSOCIATE
COMPANY, ARE GIVEN UNDER ANNEXURE II OF THE DIRECTORS REPORT.;?
30. LOANS/GAURANTESS OR INVESTMENTS UNDER PROVISIONS OF SECTION 186 OF
THE COMPANIES ACT 2013:
Following are the details of Loans or Investment by the Company during
the FY 2021-2022:
Sr. No Name of the Company |
Nature of Investment |
Amount Invested or given as Loan |
Date of Approval |
1 DuDigital BD Private Limited |
Purchase Of Shares |
51,000 |
27/09/2021 |
2 Du Digital Global LLC |
Purchase Of Shares |
20,22,060 |
24/06/2021 |
3. Window Malay Visa Private Limited |
Loan |
15,00,000 |
24/06/2021 |
31. OTHER INFORMATION
Your Directors hereby states 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. The Provision of Section 135 of the Act with respect to Corporate
Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to
develop policy on CSR and take initiative thereon;
2. The Company has not accepted deposits covered under Chapter V of the
Act;
3. No significant material orders were passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in future.
4. Since the Company s securities are listed on EMERGE SME Platform of
NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as
specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence
Corporate Governance does not form part of this Board s Report.
5. There are no employees who are in receipt of salary in excess of the
limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
32. ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, cooperation and hard work the Company is
able to achieve the results.
|
For and on behalf of the Board of Directors |
Place: Delhi |
Rajinder Rai |
Date: August 17,2022 |
Chairman |
|