To, The Members, Shri Dinesh Mills Limited.
Your Directors have pleasure in presenting their Report together with
the Annual Financial Statement for the year ended 31st March, 2023.
1. PERFORMANCE OF THE COMPANY
(Rs. In Lakhs)
| PARTICULARS |
2022 2023 |
2021 2022 |
| Revenue from Operations |
5971 |
5511 |
| Profit before Depreciation, Interest & Tax (PBDIT) |
3171 |
3397 |
| Net Profit for the year |
2295 |
2651 |
2. DIVIDEND
Your Directors have recommended for your consideration Dividend of Rs.
10/- per Equity share (100%) (Previous year Rs.7.50 per Equity share i.e. 75%) on
56,00,582 equity shares of Rs.10/- each amounting to Rs. 5,60,05,820/- subject to approval
of shareholders of the Company at their ensuing 88th Annual General Meeting.
3. TRANSFER TO GENERAL RESERVE
The Company has not transferred any amount to General Reserve.
4. TRANSFER OF UNCLAIMED DIVIDEND & EQUITY SHARES TO INVESTOR
EDUCTION AND PROTECTION FUND AUTHORITY (IEPF AUTHORITY)
The Company has transferred unclaimed dividend for the financial year
2014 2015 and also transferred 9790 equity shares of Rs.10/- each to the IEPF Authority.
5. CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of business during the year under
review.
6. MANAGEMENT DISCUSSION AND ANALYSIS
A. OVERALL REVIEW OF OPERATIONS
During the year under review, Revenue from Operations has been
increased from 5511 Lakhs to 5971 Lakhs but the net profit after exceptional items has
been decreased from Rs. 2651 Lakhs to Rs. 2295 Lakhs as compared to the previous year
mainly due to increase in various Overheads and lower exceptional revenue from sale of
surplus immovable properties.
The Company manufactures Felts (i.e. Technical Textiles) which is
Capital & Labour intensive. The quality of the product is well established in the
markets and our Company is a debt free company with no pledge of shareholding of
Promoters Group and having sufficient liquidity and therefore, there
was no material adverse impact of global slow down on performance of the Company.
B. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE
(Rs. In Lakhs)
| Sr. No. Particulars |
2022 2023 |
2021 2022 |
| 1 Revenue from Operations |
5971 |
5511 |
| 2 Operating profit (PBDIT) |
3171 |
3397 |
| 3 Depreciation |
345 |
341 |
| 4 Interest |
15 |
12 |
| 5 Profit before Tax |
2812 |
3043 |
| 6 Provision for Taxation |
517 |
392 |
| 7 Net Profit |
2295 |
2651 |
The various ratio analysis is given in Note No.40 attached to the
Annual Financial Statement for the year ended 31st March, 2023.
C. OVERALL OUTLOOK
Looking to the current trend, the sales turnover of the Felts (i.e.
Technical Textiles) is likely to be increased but the net profit of the Company would be
under pressure considering the present market conditions over the globe. However, the
Management would strive to mitigate the adverse impact to the extent possible.
The Company assumes no responsibility in respect of forward looking
statements made herein above which may substantially change based on subsequent
developments, events, change in the Government policies, exchange rate, inflation and
economic scenario etc. over the globe.
D. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Internal Audit Department conducts audit of all departments of the
Company and places Audit reports/plans before the Audit Committee which reviews adequacy
of internal audit functions, audit procedures and its coverage periodically. The minutes
of the Audit Committee meetings are placed at the meetings of the Board of Directors from
time to time. The Company has adopted the concept of pre-audit and therefore, the
mistakes, if any are rectified before the transactions are finally booked in the Books of
Accounts of the Company.
E. INDUSTRIAL RELATIONS
During the year under review, the industrial relations have remained
cordial. There were 298 employees in the Company as at 31st March, 2023.
7. MATERIAL CHANGES AND COMMITMENT, IF ANY
There are no material changes and commitments affecting the financial
position of the Company occurred from 1st April, 2023 to the date of this Report.
8. SIGNIFICANT AND MATERIAL ORDERS, IF ANY
During the year under review, no significant and material orders passed
by the Regulators or Courts or Tribunals impacting the going concern status of the
Company.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure “A” attached to this Report.
10. RISK MANAGEMENT
The Company has been taking appropriate actions pursuant to Risk
Management Policy from time to time to mitigate adverse impact of various Risks which may
adversely affect the performance of the Company and may threaten the very existence of the
Company. The provisions relating to Risk Management Committee is not applicable to the
Company.
11. THE CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the CSR policy and in compliance with requirements of
Section 135 of the Act, the Company has spent Rs.12,00,000/- during the year under review
as per the details given in the format prescribed under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 attached as Annexure “B”. The CSR Policy,
Annual Action Plan and the Annual Report on CSR in the prescribed format can be viewed at
Company's website www.dineshmills.com in “Investors” Section
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loans,
guarantees and investments pursuant to Section 186 of the Companies Act, 2013. However,
the Company has made investment in 3,50,000, 0.01% Optionally Convertible Non-Cumulative
Preference Shares of Rs. 10/- each for cash at par on Rights Basis of Wholly Owned
Subsidiary company viz. Fernway Technologies Ltd.
13. AUDITORS REPORTS
The Auditors' Report issued by M/s. R. K. Doshi & Co. LLP on
the Accounts is self-explanatory and therefore, does not call for any explanation. There
were no qualifications, reservations or adverse remarks made by the above referred
Statutory Auditors.
Mrs. Heena Patel, Secretarial Auditor has made the following
observations in her Secretarial Audit Report: “the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above,
except Regulation 24A SEBI (Listing Regulations and Disclosure Requirements) Regulations,
2015, the Company has filed ASCR in XBRL mode within the time Limit i.e. on 24.05.2022 but
the same was filed in pdf mode on 02.06.2022 and therefore, there was delay in filing by 3
days and the Company has paid Rs. 7,080/- to BSE Ltd as fine for the delay filing of ASCR
in pdf mode.
The explanation /comments by the Board viz. (a) the Company has filed
the ASCR in pdf mode on 02.06.2022 instead of filing of the same on or before 31.05.2022
and therefore, the Company has paid the fine for delay in filing of ASCR by 3 days. The
copy of the Secretarial Audit Report is attached as Annexure “C”.
During the year under review, no fraud has been reported to the Audit
Committee of the Company by the above referred Statutory Auditors and Secretarial Auditor.
14. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The appointment of Directors, Key Managerial Personnel (KMP), payment
of remuneration and discharge of their duties are as per the Remuneration Policy framed by
the Company pursuant to Section 178(3) of the Companies Act, 2013. The Remuneration Policy
can be viewed at Company's website www.dineshmills.com in “Investors”
Section
15. SEXUAL HARRASSMENT OF WOMAN EMPLOYEES
The Company has constituted “Internal Complaints Committee”
pursuant to the provisions of the Sexual Harassment of Woman at work place (prevention,
prohibition & redressal) Act, 2013 and the status of the complaint during the
financial year 2022 2023 is as under:
| Details of Complaints |
Status |
| No. of complaints as at 1st April, 2022 |
Nil |
| Received during the year |
Nil |
| Resolved during the year |
Nil |
| No. of complaints as at 31st March, 2023 |
Nil |
16. ANNUAL RETURN
The extracts of Annual Return pursuant to Rule 12 of the Companies
(Management and Administration) Rules, 2014 is furnished in Annexure “D”
attached to this Report.
17. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standard 1 (SS-1)
relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2)
relating to the General meetings issued by the Institute of Company Secretarial of India
and approved by the Central Government.
18. THE MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, four meetings of Board of Directors of
the Company were held on 23/05/2022, 13/08/2022, 12/11/2022 and 14/02/2023.
19. KEY MANAGERIAL PERSONNEL (KMP) AND REMUNERATION
During the year under review, Shri Bharatbhai Patel, Chairman &
Managing Director, Shri J B Sojitra, Company Secretary and Shri Mohan Akalkotkar, Chief
Financial Officer were the KMP of the Company pursuant to Section 203 of the Companies
Act, 2013 and the Rules made thereunder.
REMUNERATION ETC. PURSUANT TO SECTION 197(12) AND THE RULES MADE
THEREUNDER ARE AS UNDER:
a) The ratio of the Remuneration of each Director to the median
employee's remuneration for the financial year and such other details are given
hereunder: (1) Name: Shri Bharatbhai Patel (Chairman & Managing Director) Ratio: 77:1
(2) Name: Shri Nimishbhai Patel (Managing Director) Ratio: 77:1
b) The percentage increase in Remuneration of each Director, Chief
Financial Officer, Company Secretary during the financial year:
(1) Shri Bharatbhai Patel Chairman & Managing Director: 25.70% (2)
Shri Nimishbhai Patel Managing Director: 25.70% (3) Shri Mohan Akalkotkar Chief Financial
Officer: 7.50% (4) Shri J. B. Sojitra Company Secretary: 6.50%
c) The percentage increase in the median remuneration of employees in
the financial year: 13.50 % d) There are 298 permanent employees on the Roll of the
Company.
e) The explanation on the relationship between average increases in
Remuneration and Company performance: The Company has given normal increments to the
employees during the year ended 31st March, 2023.
f) Comparison of the Remuneration of the Key Managerial Personnel (KMP)
against the performance of the company: Considering the performance of the Company, and
also considering the qualifications, experience, long association, untiring efforts and
their contribution to the Company, the remuneration paid to KMP is quite reasonable.
20. CORPORATE GOVERNANCE
The Company believes in good Corporate Governance and the Report on the
Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 which forms an integral part of the Annual Report and the
Auditors' certificate regarding compliance of conditions of Corporate Governance is
attached to the Corporate Governance Report.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Dinesh Remedies Ltd., a subsidiary of the Company is engaged in
manufacturing of Empty Hard Gelatin Capsules Shells at Village Mahuvad, Haranmal Road,
Padra Jambusar Highway, Taluka Padra, District Vadodara 391 440.
Fernway Technologies Ltd. and Stellent Chemicals Industries Ltd. are
wholly owned subsidiary companies and the financial statements of the above referred
subsidiary companies are consolidated. Stellent Chemicals Industries Ltd. holds 26% equity
shares of McGean India Chemicals Pvt. Ltd. i.e. McGean (formerly known as “Chem-Verse
Consultants (India) Pvt. Ltd.) and therefore, McGean has become Associate Company and the
separate statement containing the salient features of the financial statement of these
subsidiary & Associate companies has also been attached to the financial statement of
the Company pursuant to the provisions of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015 (i.e. Ind AS).
22. DEPOSITS
The Company has neither accepted nor renewed any deposits pursuant to
Section 73 and 76 of the Companies Act, 2013 and Rules made thereunder during the
financial year 2022 2023.
23. DIRECTORS
Pursuant to Section 149 and 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors are not liable to retire by rotation whereas other Directors are liable to
retire by rotation and accordingly, Shri Bharatbhai Patel, Chairman & Managing
Director of the Company would retire by rotation and being eligible, offer himself for
re-appointment.
24. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have given the declaration that, they meet
the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read
with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI
(LODR) Regulation 2015.
25. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
The Certificate of Non Disqualification of Directors issued by Mrs.
Heena Patel, Practicing Company Secretary pursuant to SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015 is attached as Annexure “E”.
26. PERFORMANCE EVALUATION
The performance evaluation of all the Directors including Independent
Directors and the Board as a whole which includes the Committees thereof was done on 14th
February, 2023 considering various criteria and also seeking inputs from all the Directors
as per the Performance Evaluation Policy of the Company.
A separate meeting of Independent Directors was also held on 14th
February, 2023 and reviewed the performance of Non Independent Directors, performance of
the Board as whole and performance of the Chairperson of the Company taking into account
the views of Executive and Non- Executive Directors pursuant to the Performance Evaluation
Policy of the Company.
27. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM
The Audit Committee consists of four Independent Directors viz. Shri
Rakesh Agrawal, Shri T. M. Patel and Shri Sanjiv Shah and Ms. Reshma Patel.
The Board of Directors of the Company had established the Vigil
Mechanism pursuant to Section 177(9) of the Companies Act, 2013 and Rules made for
Directors and Employees to report their genuine concerns. However, there were no instances
reported to the Chairman of the Audit Committee during the year under review. The Whistle
Blower Policy can be viewed at Company's website www.dineshmills.com in
“Investors” Section.
28. STATUTORY DISCLOSURES
Your Directors state that there being no transactions with respect to
following items during the year under review, no disclosure or reporting is required in
respect of the following matters:
a. No Deposits from the public falling within the ambit of Section 73
of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
b. No Issue of equity shares with differential rights as to dividend,
voting or otherwise.
c. No Issue of shares (including sweat equity shares) to employees of
your Company under any scheme.
d. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
e. No Buy-back of shares or financial assistance under Section 67(3).
f. No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016. g. No settlements have been done with banks or
financial institutions.
29. EMPLOYEES' REMUNERATION
The details of the remuneration paid to the employees during the year
under review are given in the Annexure “F” to this Report pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014. There is no other employee except shown
in Annexure F, drawing remuneration in excess of the limit prescribed under Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
30. INSURANCE
All the properties of the Company including buildings, plant &
machinery and stocks have been insured.
31. CONTRACTS / ARRANGEMENT WITH THE RELATED PARTIES
During the year under review, no contracts / arrangements are entered
with the Related Parties pursuant to Section 188 of the Companies Act, 2013. However, the
transactions with the Related parties in the ordinary course of business and on Arms'
Length basis which have been approved by the Audit Committee and Board of Directors of the
Company are given in Note No.37 attached to the Annual Financial Statement and also
disclosed in Form AOC 2 attached as Annexure “G”.
32. COST RECORDS & COST AUDIT
The Companies (Cost Records & Audit) Rules, 2014 specified by the
Central Government pursuant to Section 148 of the Companies Act, 2013 are not applicable
to the Company as the product manufactured by the Company is not falling under the Custom
Tariff Heading given pursuant to above referred Rules.
33. REPORTING OF FRAUDS
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Act and rules framed thereunder either to the Company or to the
Central Government.
34. PREVENTION OF INSIDER TRADING
The Code requires pre-clearance for dealing in the Company's
shares and prohibits the purchase or sale of Company shares by the directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the ‘Trading Window' is
closed. The Board is responsible for implementation of the code. All Directors and the
designated employees have confirmed compliance with the code.
35. DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm that:
(a) in the preparation of the Annual Accounts for the financial year
2022 2023, the applicable Accounting Standards had been followed along with the proper
explanation relating to material departures;
(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 and loss of the Company for that period;
(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 on a going concern
basis;
(e) the Directors had 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
36. ACKNOWLEDGEMENTS
Your Board of Directors thanks all the stakeholders' viz.
shareholders, customers, suppliers, bankers, employees for their support during the year
under review.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS, |
|
Sd/- |
| Place: Vadodara |
BHARAT PATEL |
| Date: 30th May, 2023 |
CHAIRMAN |
|
DIN: 00039543 |
|