Dear Members,
The Board of Directors present the Company's Sixteenth Annual Report
and the Company's audited financial statements for the financial year ended March 31,2023.
1. FINANCIAL RESULTS
The financial performance of the Company (standalone and consolidated)
for the year ended March 31,2023 is summarized below:
(? in Million)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
11,098.70 |
11,537.63 |
11,304.70 |
12,255.96 |
| Profit/(loss) before interest, depreciation and exceptional
items |
2,500.05 |
2,801.95 |
2,642.55 |
3,244.93 |
| Less: Interest |
13.83 |
9.32 |
14.04 |
2.78 |
| Depreciation and amortization expenses |
769.57 |
897.26 |
1,192.88 |
1,482.41 |
| Exceptional items |
- |
- |
- |
- |
| Share of profit/ (loss) of Associates |
- |
- |
(2.70) |
(20.90) |
| Profit/(loss) for the year |
1,716.65 |
1,895.37 |
1,432.93 |
1,738.84 |
| Total tax expense (including current tax and deferred tax) |
(1,116.44) |
- |
(930.65) |
28.08 |
| Profit/(loss) after tax |
2,833.09 |
1,895.37 |
2,363.58 |
1,710.76 |
| Add: Other Comprehensive Income |
127.67 |
53.11 |
130.24 |
60.38 |
| Total Comprehensive Income for the year |
2,960.76 |
1,948.48 |
2,493.82 |
1,771.14 |
| Earning Per Share (in ?) (Basic & Diluted) |
5.94 |
3.98 |
5.09 |
3.69 |
2. Transfer to Reserves
The Board of Directors of the Company has not transferred any amount to
Reserves for the year under review.
3. Results of Operations and the State of Company's affairs
During the year under review, the total revenue from operations was ?
11,098.70 million on standalone basis and ? 11,304.70 million on consolidated basis as
compared to the last year's revenue of ? 11,537.63 million on standalone basis and
?12,255.96 million on consolidated basis respectively. The Post-Tax Profit of your Company
was ? 2,833.09 million on standalone basis and ? 2,363.58 million on consolidated basis as
compared to the last year's Post Tax Profit of ? 1,895.37 million on standalone basis and
? 1,710.76 million on consolidated basis respectively.
4. Operational Highlights
a) Improved engagements:
The Company has launched new LCO Light House application software. Main
objective behind the development of the LCO Light House app was to enhance LCO engagement,
promote awareness and establish a loyalty program - a critical component of business
expansion. The app offers a range of features, such as Courses, Announcements, Contests,
Schemes, Industry news, and more, to provide informative and captivating content to our
LCOs and deliver a hassle-free experience. This initiative has effectively increased the
LCO community's awareness regarding the Company's marketing endeavours, latest industry
developments, and news.
b) Process Improvements:
By implementing automation, we have minimized the need for human
intervention in mundane and repetitive tasks. This has resulted in streamlined business
processes, reduced costs, increased employee motivation, and enhanced transparency of
data. Our efforts towards process improvement in SAP during the year included several
initiatives such as the reservation and consumption process, API linkage with OBRM,
digital signatures on invoices, and GST automation.
c) Zero Debt Company
The Company has maintained its status of being a zero debt company in
the current financial year. The Company is poised for long-term growth on the back of a
strong balance sheet.
5. Details of Material changes from the end of the financial year
No material changes have taken place from the end of the financial year
till the date of this Report.
6. Dividend
The Board of Directors of the Company has not recommended any dividend
on Equity Shares for the year under review.
The Dividend Distribution Policy of the Company is available on the
Company's website and can be accessed at https://www.dennetworks.com/upload/code
conduct/ Dividend-Distribution-Policy.pdf
7. Management Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under
review, as stipulated under Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented
in a separate section, forming part of the Annual Report.
8. Credit Rating
During the financial year 2020-21, at the request of the Company, ICRA
Limited (Credit Rating Agency) had withdrawn its rating assigned to the Line of Credit of
the Company. The credit rating was no longer required as the current working capital
facilities were fully secured by fixed deposits and the Company's banker had given no
objection certificate for withdrawal of credit rating. During the year under review, the
Company was not required to have credit rating.
9. Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 (the
Act) and Listing Regulations read with Ind AS-110- Consolidated Financial Statement
and Ind AS-28-Investments in Associates and Joint Ventures, the consolidated audited
financial statement forms part of the Annual Report.
10. Subsidiaries, Joint Ventures and Associate Companies
During the year under review, no company became the subsidiary of the
Company and companies listed in "Annexure I" to this Report have ceased
to be the Company's subsidiaries. Further, no company became / ceased to be joint venture
or associate of the Company during the financial year 2022-23.
A statement providing details of performance and salient features of
the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per Section
129(3) of the Act, is provided as "Annexure II" to this Report.
The audited financial statement including the consolidated financial
statement of the Company and all other documents required to be attached thereto is
available on the Compa ny's website and can be accessed at https://dennetworks.com/
Investors#annual-report. The financial statements of the subsidiaries, as required,
are available on the Company's website and can be accessed at https://dennetworks.com/
Investors#annual-report.
The Company has formulated a Policy for determining Material
Subsidiaries. The same is available on the Company's website and can be accessed at https://www.
dennetworks.com/upload/code conduct/Policy%20 on%20material%20subsidiary.pdf
The Company does not have any material subsidiary, as per the Listing
Regulations.
11. Secretarial Standards
The Company has followed the applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings',
respectively.
12. Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed and there are no material departures from the
same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31,2023
and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the 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 are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
13. Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by the Securities
and Exchange Board of India (SEBI).
The report on Corporate Governance as stipulated under the Listing
Regulations forms part of the Annual Report. A Certificate from a Practicing Company
Secretary confirming compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance.
14. Business Responsibility & Sustainability Report
In accordance with the Listing Regulations, the Business Responsibility
& Sustainability Report (BRSR) describing the initiatives taken by the Company from an
environmental, social and governance perspective is available on the Company's website and
can be accessed at https:// dennetworks.com/upload/annuallpdf/Business Responsibility
and Sustainability Report.pdf
15. Contracts or arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm's length basis. During the year under review, the Company had not entered into
any contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions or which is required to be reported in Form No. AOC-2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014.
The Policy on Materiality of Related Party Transactions and on dealing
with Related Party Transactions, as approved by the Board is available on the Company's
website and can be accessed at https://dennetworks.com/upload/code
conduct/Related%20Partv%20Transactions%20Policv- DEN.pdf
There were no materially significant related party transactions which
could have potential conflict with interest of the Company at large.
Members may refer Note 28 of the Standalone Financial Statement which
sets out related party disclosures pursuant to Ind AS.
16. Corporate Social Responsibility (CSR)
Over the past decade, the Company has, in its endeavor to improve the
lives of people and provide opportunities for their holistic development, focused on
several corporate social responsibility programs. The CSR Committee assists the Board in
discharging its corporate social responsibilities by way of formulating and monitoring
implementation of the objectives set out in the CSR Policy of the Company.
The CSR Policy, inter alia, covers CSR vision & objective and also
provides for governance, implementation, monitoring and reporting framework.
The CSR Policy, continues unchanged and is available on the Company's
website and can be accessed at https:// dennetworks.com/upload/code conduct/csr policy
1. pdf
In terms of the CSR Policy, the focus areas of engagement shall be
affordable healthcare solutions, access to quality education, promotion of sports,
community developments, rural transformation, environmental sustainability and other need
based initiatives.
During the year under review, the Company has spent ? 33.95 million
(around 2% of the average net profits of last three financial years) on CSR activities.
The Annual Report on CSR activities is annexed herewith and marked as "Annexure
III" to this Report.
17. RiskManagement
The Company has a Risk Management Committee which has established a
robust Risk Management Policy and an adequate risk management framework in place, capable
of addressing all the risks that the organization faces such as financial, credit, market,
liquidity, security, IT (cyber risk), legal, regulatory, reputational risks and such other
risks.
The Risk Management Committee manages, monitors and reports on the
principal risks and uncertainties that can impact Company's ability to achieve its
strategic objectives. Key business risks and their mitigation are considered as a part of
the annual/strategic business plans and is reviewed by the Risk Management Committee on
frequent basis.
Further details on Risk Management activities are covered in the
Management Discussion and Analysis section and Corporate Governance Report, which form
part of the Annual Report.
18. Internal Financial Controls
The Company has adequate internal financial controls, commensurate with
the size of the business and nature of its operations, designed to provide reasonable
assurance with regard to the accuracy and completeness of the accounting records and
timely preparation and provision of reliable financial statements.
The internal financial controls have been embedded in the business
processes. Assurance on the effectiveness of internal financial controls is obtained
through management reviews, continuous monitoring by functional heads and Group Internal
Audit Team as well as sample testing of the internal financial control systems by the
independent Auditors during the course of their audits.
The Audit Committee on a quarterly basis reviews the adequacy and
effectiveness of the Company's Internal Controls and monitors the implementation of audit
recommendations, if any.
19. Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Anuj Jain (DIN: 08351295) Director of the Company, retires
by rotation at the ensuing Annual General Meeting. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee ("NRC"), has
recommended his re-appointment.
During the year under review, Mr. Ajaya Chand (DIN: 02334456) and Mr.
Atul Sharma (DIN: 00308698), completed their second term of office, as Independent
Directors of the Company on September 22, 2022. Mr. Ajaya Chand was the Chairman of six
Board Committees viz. Audit Committee,
Corporate Social Responsibility Committee, Stakeholders' Relationship
Committee, Nomination and Remuneration Committee, Risk Management Committee and Finance
Committee. Mr. Atul Sharma was a member of the Audit Committee. The Board places on record
its deepest gratitude and appreciation towards the valuable contribution made by Mr. Ajaya
Chand and Mr. Atul Sharma in the growth and governance of the Company during their tenure
as Directors of the Company.
The Board of Directors on the recommendation of the NRC has appointed
Mr. Siddharth Achuthan (DIN: 00016278) and Mr. Rahul Yogendra Dutt (DIN: 08872616) as
Independent Directors with effect from September 22, 2022 and the Members have approved
their appointment for the period upto September 21, 2027. In the opinion of the Board,
they possess the requisite expertise, integrity and experience (including proficiency).
Dr. (Ms.) Archana Niranjan Hingorani will be completing her second term
of office, as Independent Director of the Company, on November 8, 2023.
The Company has received declarations from all Independent Directors of
the Company confirming that:
(a) they meet the criteria of independence prescribed under the Act and
the Listing Regulations; and
(b) they have registered their names in the Independent Directors'
Databank.
The Company has devised, inter alia, the following policies viz:
a) Policy for Selection of Directors and determining Directors'
independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel, Senior
Management and other employees.
The aforesaid policies are available on the Company's website and can
be accessed at https://dennetworks.com/ upload/code
conduct/Policy-for-Selection-of-Directors-
Remuneration-Policv-Policv-on-Board-diversitv-and-
Performance-evaluation-of-IDs-and-Board.pdf
The Policy for selection of Directors and determining Directors'
independence sets out the guiding principles for the NRC for identifying persons who are
qualified to become Directors and to determine the independence of Directors, while
considering their appointment as Independent Directors of the Company. The Policy also
provides for the factors in evaluating the suitability of individual Board members with
diverse background and experience that are relevant for the Company's operations. There
has been no change in the policy during the year under review.
The Company's Remuneration Policy for Directors, Key Managerial
Personnel, Senior Management and other employees sets out the guiding principles for the
NRC for recommending to the Board, the remuneration of the Directors, Key Managerial
Personnel, Senior Management
and other employees of the Company. There has been no change in the
policy during the year under review.
20. Performance Evaluation
The Company has a policy for performance evaluation of the Board,
Committees and other individual Directors (including Independent Directors) which includes
criteria for performance evaluation of Directors.
In accordance with the manner of evaluation specified by the NRC, the
Board carried out annual performance evaluation of the Board, its Committees and
Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairman, the non-independent directors and the Board as a whole. Each Committee
self-evaluated its own performance and submitted its report of self-evaluation to the NRC.
The NRC after further evaluation submitted its consolidated report on Committees
evaluation to the Board of Directors.
21. Auditors and Auditors' Report
A. Statutory Auditors
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm
Registration Number 101720W/W100355), were appointed as Auditors of the Company for a term
of 5 (five) consecutive years, at the Annual General Meeting held on September 23, 2019.
The Auditors have confirmed that they are not disqualified from continuing as Auditors of
the Company.
The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer. The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not call for any further comments.
B. Secretarial Auditors
The Board had appointed M/s. NKJ & Associates, Company Secretaries,
to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report
for the financial year ended March 31, 2023 is annexed herewith and marked as "Annexure
IV" to this Report. The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
C. Cost Auditors
The Board has appointed M/s. Ajay Kumar Singh & Company, Cost
Accountants (Firm Registration Number 000386), as Cost Auditors of the Company for
conducting the audit of the cost records of the Company for the financial year 2023-24
under Section 148 (2) of the Act read with the Companies (Cost Records and Audit) Rules,
2014.
In accordance with the provisions of Section 148(1) of the Act, read
with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost
records.
22. Disclosures
A. Meetings of the Board
Four meetings of the Board of Directors were held during the year. The
particulars of the meetings held and attendance of each Director are detailed in the
Corporate Governance Report.
B. Audit Committee
During the year under review, Mr. Ajaya Chand and Mr. Atul Sharma
completed their second term of office as Independent Directors of the Company and
consequently they ceased to be Member-Chairman and member respectively, of the Audit
Committe. Mr. Rajendra Dwarkadas Hingwala was appointed as the Members-Chairman and Mr.
Rahul Yogendra Dutt was appointed as the member respectively, of the Audit Committee.
The Audit Committee presently comprises Mr. Rajendra Dwarkadas Hingwala
(Chairman), Dr. (Ms.) Archana Niranjan Hingorani, Mr. Rahul Yogendra Dutt and Mr. Saurabh
Sancheti. All the recommendations made by the Audit Committee were accepted by the Board.
C. Corporate Social Responsibility Committee
During the year under review, Mr. Ajaya Chand completed his second term
of office as Independent Director of the Company and consequently he ceased to be the
Member-Chairman of the Corporate Social Responsibility Committee. Mr. Rajendra Dwarkadas
Hingwala was appointed as the Member-Chairman of the Corporate Social Responsibility
Committee.
The Corporate Social Responsibility Committee presently comprises Mr.
Rajendra Dwarkadas Hingwala (Chairman), Dr. (Ms.) Archana Niranjan Hingorani and Mr.
Sameer Manchanda.
D. Nomination and Remuneration Committee
During the year under review, Mr. Ajaya Chand completed his second term
of office as Independent Director of the Company and consequently he ceased to be the
Member-Chairman of the Nomination and Remuneration Committe. Mr. Rajendra Dwarkadas
Hingwala was appointed as the Member-Chairman of the Nomination and Remuneration
Committee.
The Nomination and Remuneration Committee presently comprises Mr.
Rajendra Dwarkadas Hingwala (Chairman), Dr. (Ms.) Archana Niranjan Hingorani and Mr.
Sameer Manchanda.
E. Stakeholders' Relationship Committee
During the year under review, Mr. Ajaya Chand completed his second term
of office as Independent Director of the Company and consequently he ceased to be
Member-Chairman of the Stakeholders Relationship Committe. Mr. Rajendra Dwarkadas Hingwala
was appointed as the Member-Chairman of the Stakeholders Relationship Committee.
The Stakeholders Relationship Committee presently comprises Mr.
Rajendra Dwarkadas Hingwala (Chairman), Dr. (Ms.) Archana Niranjan Hingorani and Mr.
Sameer Manchanda.
Details of the composition of the other Committees are given in the
Corporate Governance Report.
23. Particulars of loans given, investments made, guarantees given and
securities provided
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security
provided is proposed to be utilised by the recipient are provided in the Standalone
Financial Statement (Please refer Note 37 to the Standalone Financial Statement).
24. Vigil Mechanism and Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities.
Towards this, the Company has adopted a Vigil Mechanism and Whistle Blower Policy.
Protected disclosures can be made by a whistle blower through an e-mail or a letter to the
Vigilance and Ethics Officer or to the Chairman of the Audit Committee/CEO. The Audit
Committee reviews complaints/issues (if any) raised through Vigil Mechanism or by any
Whistle blower on periodical basis.
The Vigil Mechanism and Whistle Blower Policy is available on the
Company's website and can be accessed at https:// dennetworks.com/upload/code
conduct/Whistle%20 Blower%20Policy-DEN.pdf
During the year under review, no protected disclosure concerning any
reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the
Company was received by the Company.
25. Prevention of Sexual Harassment at Work Place
In accordance with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act")
and Rules made thereunder, the Company has in place a policy which mandates no
tolerance against any conduct amounting to sexual harassment of women at workplace. The
Company has constituted an Internal Complaint Committee to redress and resolve any
complaints arising under the POSH Act.
There were no cases/complaints filed during the year under POSH Act.
26. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, relevant disclosure are given below:
A. Conservation of Energy:
i) Steps taken for conservation of energy:
During the year under review, the Company was not engaged in any
manufacturing or processing
activity. Considering the nature of the Company's business, there is no
reporting to be made on conservation of energy in its operations.
Notwithstanding this, the Company recognises the importance of energy
conservation in decreasing the adverse effects of global warming and climate change. The
Company carries on its activities in an environmental friendly and energy efficient
manner.
ii) Steps taken by the Company for utilizing alternate sources of
energy:
NIL
iii) The capital investment on energy conservation equipment:
NIL
B. Technology absorption:
i) Major efforts made towards technology absorption
The Company is conscious of implementation of latest technologies in
key working areas. Technology is ever-changing and employees of the Company are made aware
of the latest working techniques and technologies through workshops, group e-mails, and
discussion sessions for optimum utilization of available resources and to improve
operational efficiency. The Company has not entered into any technology agreement or
collaborations.
ii) The benefits derived like product improvement, cost reduction,
product development or import substitution:
None
iii) Information regarding imported technology (Imported during last
three years):
The Company has not imported any technology during the last three
years.
iv) Expenditure incurred on research and development:
None
C. Foreign Exchange Earnings and Outgo:
| Foreign Exchange earned - in terms of actual inflows |
? 38.29 million |
| Foreign Exchange outgo - in terms of actual outflows |
? 61.26 million |
27. Annual Return
The Annual Return of the Company as on March 31, 2023 is available on
the Company's website and can be accessed at http://dennetworks.com/Investors#annual-report
28. Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of
remuneration drawn and names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules forms part of this Report.
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. Members interested in obtaining such information may
address his/her e-mail to investorrelations@denonline.in
29. General
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review:
i) Details relating to deposits covered under Chapter V of the Act.
ii) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
iii) Issue of shares (including sweat equity shares and Employees'
Stock Options Schemes) to employees of the Company under any scheme.
iv) Significant or material orders passed by the Regulators or Courts
or Tribunals which impact the going concern status and Company's operations in future.
v) Fraud reported by the Auditors to the Audit Committee or the Board
of Directors of the Company.
vi) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
vii) Payment of remuneration or commission from any of its holding or
subsidiary companies to the Managing Director of the Company.
viii) change in the nature of business of the Company.
ix) Instances of transferring the funds to the Investor Education and
Protection Fund.
x) Issue of debentures / bonds / warrants / any other convertible
securities.
xi) Details of any application filed for corporate insolvency under
Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.
xii) Instance of one-time settlement with any Bank or Financial
Institution.
xiii) Statement of deviation or variation in connection with
preferential issue.
30. Acknowledgement
The Board of Directors would like to express their sincere appreciation
for the assistance and co-operation received from the financial institutions, banks,
Government authorities, business partners, customers, vendors and Members during
the year under review. The Board of Directors also wish to place on
record its deep sense of appreciation for the committed services by all the employees of
the Company.
|
For and on behalf of the Board of Directors |
|
Sameer Manchanda Chairman & Non-Executive Director |
| Date: April 14, 2023 |
DIN: 00015459 |
| Place: New Delhi |
|
|