D.K. Enterprises Global Ltd
Directors Reports
To the Members of
D.K. ENTERPRISES GLOBAL LIMITED
(Formerly Known as D.K. Enterprises Global Hub Limited)
Yours Directors (“Board”) present this 05th
(Fifth) Annual Report of the company together with the audited financial statements for
the financial year ended on 31st March, 2023.
1. Financial Results (Standalone and Consolidated)
The company financial performance for the period under review along
with the previous year figure are given here under:
| Particulars |
Standalone |
Consolidated |
|
31st March, 2023 |
31st March,2022 |
31st March,2023 |
31st March,2022 |
| Revenue from Operations & |
6815.55 |
6204.79 |
14028.74 |
9422.23 |
| Other Income |
|
|
|
|
| Total Expenditure |
6294.21 |
5800.18 |
13259.34 |
8846.42 |
| Earning before finance cost, |
521.34 |
404.61 |
769.40 |
575.91 |
| tax, depreciation & |
|
|
|
|
| amortisation (EBITDA) |
|
|
|
|
| Finance Cost |
(33.48) |
(25.28) |
(82.64) |
(78.44) |
| Depreciation |
(41.16) |
(32.40) |
(84.25) |
(71.83) |
| Profit before Tax (PBT) |
446.70 |
346.93 |
602.52 |
425.54 |
| Tax Expenses |
65.01 |
34.18 |
172.43 |
78.55 |
| Profit after year (PAT) |
381.69 |
312.75 |
430.08 |
345.69 |
2. STATE OF AFFAIRS/ COMPANY?S PERFORMANCE
The Company is on the growing path and the dedication of the management
and its team has proved this on year on year basis. The Company has witnessed a growth of
turnover by 9.84% as compared to the previous year. The Last year turnover of the Company
was Rs.6053.13 lakhs which has risen to Rs.6582.29 lakhs. The Company has been able to
perform well in the times of tough competition and rising input costs. The efforts of the
top management coupled with support from all the stakeholders of the Company
With the increase in the turnover of the Company the profits after tax
have also seen a jump to Rs.381.69 lakhs as compared to Rs.312.75 lakhs in the previous
year. The Management of the Company is committed to carry on the good work and take the
Company to new heights and work for the increase in the value of its stake holders and
give them better returns on the investment.
3. DIVIDEND
As per the Dividend Distribution Policy, dividend payout would have to
be determined based on available financial resources, investment requirements and taking
into account optimal shareholder return.
Your Directors, considering the good performance and strong cash flow,
recommend a Final dividend @ 15% (Rs. 1.5/- per equity shares of Rs.10/- each) of the
Company for the financial year 2022-23.
Dividend will be payable subject to the approval of members at the
ensuring Annual general Meeting and deduction of tax at source to those shareholders whose
names appear in the register of your company as on the record date.
4. DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy containing the requirements mentioned
in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) is uploaded on the Company?s
website at the following Web-link:https://www.dkenterprises.co.in/uploa
ds/1/2/3/9/12390736/dividend_policy.pdf
5. TRANSFER TO RESERVES
The profits of the Company have been retained in the Profit and Loss
Appropriation Account and no transfer to reserves has been made by the Company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
There were no such transactions during the year.
7. SHARE CAPITAL
There was no change in the share capital of the Company during the year
under review.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There is no change during the year under review.
But Mr. Ajit Singh (DIN: 10197997) was appointed as an Additional
Non-Executive Independent Director of the Company in the board meeting held on 25th
August, 2023.
9. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
Satguru Engravures is a partnership firm in which the Company holds 80%
share. The Consolidated Financial Statement of your Company form part of this Annual
Report. Standalone financials of the Partnership Firm are not the part of the Annual
Report of the Company but it will be made available upon the request of the members.
Statement containing salient features of the financial statement of Satguru Engravures are
disclosed in ANNEXURE I.
10. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial
position of the Company occurred during the financial year.
11. DEPOSITS
During the year under review your company has not accepted any deposits
falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
12. DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE
During the financial year under review, there were no significant and
material orders passed by the regulators or courts or tribunals impacting the going
concern status and company`s operations in the future.
13. INTERNAL FINANCIAL CONTROL AND THEIR
ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. Based on the audit reports your Company undertakes
corrective action in their respective areas and strengthens the controls. The Board of
Directors of the Company have adopted various policies like Related Party Transactions
policy, Whistle Blower Policy, code of conduct for regulating, monitoring and reporting
insider trading and such other procedures for ensuring the orderly and efficient conduct
of its business, prevention and detection of frauds and errors, accuracy and completeness
of the accounting and timely preparation of financial information.
14. MAINTENANCE OF COST AUDITOR
REPORT AND COST RECORDS
The provision of the Companies (Cost Records and Audit) Rules, 2014 is
not applicable to the Company. Maintenance of cost records as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the
business activities carried out by the Company for the FY 2022-23. Accordingly, such
accounts and records are not made and maintained by the Company for the said period.
15. DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT,
2013
Your Company has always provided a safe and harassment free workplace
for every individual especially for women in its premises through various policies and
practices. Your company has been actively involved in ensuring that the clients and all
the employees are aware of the provisions of the POSH Act and rights thereunder There was
no complaint received by the Company during the financial year 2022-23 under the aforesaid
Act.
16. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTY
During the year under review, related party transactions (RPTs) entered
into by the Company with related parties as defined under the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 were reviewed / approved by the Audit Committee and were entered into in
the ordinary course of business and on an arm?s length basis. There were no
materially significant transactions entered into with the related parties that may have
potential conflict with the interests of the Company at large.
The related party transactions as approved by the Board are disclosed
in ANNEXURE II.
17. PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS
There were no loans or investment made by the Company under Section 186
of the Companies Act, 2013 during the year under review.
However, the Company stands a Corporate Guarantor to M/s Satguru
Engravures in compliance with the provisions of section 186 of the Companies Act, 2013
read with rules made thereunder and the details of guarantees under section 186 of the Act
are given in the Financial Statements forming part of the Annual Report.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
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 - III and is forming part of this report.
19. PERFORMANCE EVALUATION OF THE
BOARD
The Board of Directors have carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the provisions of the
Sections 134, 178 and Schedule IV of the Companies Act, 2013. Evaluation was done after
taking into consideration inputs received from the Directors, covering various aspects of
the Board?s functioning such as adequacy of the composition of the Board and its
Committees, performance of specific duties, independence, ethics and values, attendance
and contribution at meetings etc.
The performance of the Independent Directors was evaluated individually
by the Board after seeking inputs from all the directors on the effectiveness and
contribution of the Independent Directors.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members based on the criteria such as the composition of
Committees, effectiveness of Committee meetings, etc.
The Board reviewed the performance of the individual Directors on the
basis of the contribution of the individual Director during Board and Committee meetings.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, and the performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The Independent
Directors also assessed the quality, frequency and timeliness of flow of information
between the Board and the management that is necessary for effective performance.
20. STATUTORY AUDITORS
As per the requirement of section 139(2) of the Companies Act, M/s
Deepak Jindal & Co., Chartered Accountants, (Firm Registration No.023023N), Chandigarh
were appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive
years till the Annual General Meeting held for the financial year ending on 31st
March, 2024. The Statutory Auditors have confirmed they are not disqualified from
continuing as Auditors of the Company.
The Board has examined the Auditors? Report to the accounts and
clarifications, wherever necessary, have been included in the notes to the accounts.
Further, the Auditors Report does not contain any qualifications, adverse or disclaimer
remarks. No fraud has been reported by the Auditors to the Audit Committee or the Board.
21. SECRETARIAL AUDITORS
The Company has appointed Mr. Vishal Arora, Practicing Company
Secretary (FCS no. 4566 and CP no. 3645), as Secretarial Auditors of the Company to carry
out the Secretarial Audit for the Financial Year 2022-23 and to issue Secretarial Audit
Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2022-23 is annexed herewith and
forms part of this report as Annexure IV.
22. INTERNAL AUDITOR
M/s Datta Singla & Co. Chartered Accountants, Chandigarh, were
appointed as internal auditors by the Board for the financial year 2022-23 and who have
issued their reports on half yearly basis.
23. EXPLANATION OR COMMENTS ON
QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY
THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There are no qualifications, reservations or adverse remarks or
disclaimers made by the auditors and the practicing company secretary in their reports.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act relating to
Corporate Social
Responsibility are not applicable.
25. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available
on Company?s website at https://www.dkenterprises.co.in/annual-return.html
26. INFORMATION ON BOARD MEETINGS
AND GENERAL BODY MEETINGS
During the financial year under review, Meetings were held in
compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standards on Meetings.
Details of the meetings are given in the ANNEXURE-VI which forms part
of this Annual Report.
27. COMMITTEES OF THE BOARD
The various Committees of the Board focus on certain specific areas and
make informed decisions in line with the delegated authority. The following statutory
Committees are constituted by the Board according to their respective roles and defined
scope:
ii. Audit Committee, iii. Nomination and Remuneration Committee, iv.
Stakeholders Relationship Committee,
Details of the composition, terms of reference and number of meetings
held for respective committees are given in
ANNEXURE-VI.
The Company has adopted Code of Conduct for its Directors and senior
management personnel and the same can be accessed using the following
https://www.dkenterprises.co.in/uploads/1 /2/3/9/12390736/code_of_conduct_for_pr
evention_of_insider_trading.pdf
All Directors and senior management personnel have affirmed compliance
with the Code of Conduct and Ethics for Directors and Senior Management.
28. DIRECTORS RESPONSIBILITY STATEMENT
a. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:
b. In preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
c. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true 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;
d. 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;
e. The directors have prepared the annual accounts on a going concern
basis;
f. 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;
g. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and effective.
h. Further, there are no more qualifications, reservations or adverse
remarks made by the statutory auditor/secretarial auditor in their respective reports.
29. DECLARATION OF INDEPENDENT
DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated in Section
149(7) of the Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant rules.
30. MANAGEMENT DISCUSSION AND
ANALYSIS
Pursuant to Regulation 34 read with Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, a Management Discussion and Analysis as per Annexure V, which includes details on
review of operations, performance and future outlook of the Company, is annexed hereto and
forms part of this report.
31. RISK MANAGEMENT
Risk management is a continuous process which is being taken care by
the top Management of the Company. Volatility in prices of the raw material and the
exchange rate fluctuations are the major concerns. The company has to take various steps
to mitigate such risks and a regular process is being followed by the Management to do so.
The other major risks are being identified by the company in areas of operations,
financial processes, human resources and statutory compliance.
32. COMPLIANCE WITH THE SECRETARIAL
STANDARDS
The relevant Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been
complied with by the Company.
33. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with
diligence, transparency, responsibility and accountability thereby upholding the important
dictum that an Organization?s corporate governance philosophy is directly linked to
high performance. The Company understands and respects its fiduciary role and
responsibility towards its stakeholders and society at large and strives to serve their
interests, resulting in creation of value for all its stakeholders. In terms of Regulation
34 of SEBI (LODR) Regulations, furnishing of Corporate Governance Report is not applicable
to the company.
34. VIGIL MECHANISM/WHISTLE BLOWER
In pursuance of the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations,2015, a Vigil Mechanism
for directors and employees to report genuine concerns has been established. The Policy on
vigil mechanism i.e whistle blower policy may be accessed on the Company?s website
i.e. https://www.dkenterprises.co.in/uploads/1 /2/3/9/12390736/vigil_mechanism_and_w
histle_blower_policy.pdf
The policy provides for a framework and process, for the employees and
directors to report genuine concerns or grievances about leakage of unpublished price
sensitive information (UPSI), illegal and unethical behavior to the Chairman of the Audit
Committee.
During the year under review, the status of the concerns or complaints
reported stands as follows.
| No. of concerns or complaints |
Nil |
| outstanding as at 01st April, 2022 |
|
| No. of concerns or complaints |
Nil |
| received during the year |
|
| No. of concerns or complaints |
Nil |
| resolved during the year |
|
| No. of concerns or complaints |
Nil |
| outstanding as at 31st March, |
|
| 2023 |
|
35. PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is presented in a separate section forming part of this Annual
Report as ANNEXURE VII.
36. ACKNOWLEDGEMENTS
Your directors place on record their gratitude to the Central
Government, various State Governments and Company?s Bankers and advisors for the
valuable advice, guidance, assistance, cooperation and encouragement they have extended to
the Company from time to time. The Directors also take this opportunity to thank the
company?s customers, suppliers and shareholders for their consistent support to the
Company. We place on record our appreciation of the contribution made by our employees at
all levels. Our consistent growth was made possible by their hard work, solidarity,
cooperation and support.
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