To
The Members,
The Board of Directors presents this Thirty-Second (32nd) Integrated Annual Report of DB (International) Stock Brokers Limited ("the Company" or "DB") on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March 2024.
1. FINANCIAL RESULTS
During the year under review, the Financial Results of the Company are as follows:
REVIEW OF OPERATIONS
We are pleased to present a comprehensive overview of our financial performance for the financial year 2023-24. This year has been marked by substantial growth and improvement across various key metrics, reflecting our commitment to delivering value to our members and strengthening our market position.
Revenue Growth: We have achieved remarkable revenue growth during the year. Our consolidated total income surged to Rs4825.70 lakhs, up from Rs2942.15 lakhs in the previous fiscal year, representing a robust increase of 64.3%. On a standalone basis, our total income rose to Rs4725.56 lakhs from Rs2785.69 lakhs, reflecting an impressive growth of 69.7%. This notable growth underscores our successful expansion efforts and effective market strategies.
Profitability Improvement: Our profitability metrics have also shown significant improvement. The consolidated net income for the year increased to Rs4576.64 lakhs, up from Rs2858.90 lakhs, marking a substantial rise of 60.0%. Standalone net income rose to Rs4481.03 lakhs from Rs2707.30 lakhs, up by 65.1%. Additionally, our consolidated profit before tax grew to Rs2106.84 lakhs from Rs1443.56 lakhs, an uplift of 46.0%. Similarly, standalone profit before tax increased to Rs2054.17 lakhs from Rs1385.30 lakhs, a rise of 48.4%.
Earnings Growth: The earnings for the year reflect our strong operational performance. The consolidated profit for the year increased to Rs1842.78 lakhs from Rs1211.05 lakhs, showing a growth of 52.1%. On a standalone basis, profit for the year rose to Rs1790.09 lakhs from Rs1152.77 lakhs, up by 55.3%.
Earnings Per Share (EPS): Our earnings per share have demonstrated substantial growth. The basic EPS improved to Rs2.59 from Rs1.82 (consolidated) and to Rs2.47 from Rs1.69 (standalone). The diluted EPS followed the same positive trend, increasing to Rs2.59 from Rs1.82 (consolidated) and to Rs2.47 from Rs1.69 (standalone).
The year has seen impressive income and profit growth, underscoring significant improvements in our operational performance and market standing. Despite an increase in finance and operating costs, our income and profit growth outpaced these rises, demonstrating effective cost management. The growth in EPS and retained earnings highlights our ongoing commitment to enhancing member value and investing in future growth.
In conclusion, the financial performance for FY 2023-24 has shown substantial improvements across key metrics. Our enhanced income, profit, and EPS reflect our effective management and strategic growth initiatives. We are confident that these achievements position us strongly for future opportunities and continued success.
The statement containing an extract of the subsidiary's financial statement is provided on the corporate website at www.dbonline.in
2. STATE OF COMPANY'S AFFAIRS AND CHANGE IN NATURE OF BUSINESS
The Company recorded total revenue of ^4,725.56 lakhs for the financial year ended March 31, 2024, compared to ^2,785.69 lakhs in the previous year. Net profit before tax for the year amounted to ^1,128.46 lakhs, an increase from ^824.80 lakhs in the prior year.
The Company has engaged in the business of Stock Broking. There has been no change in the business of the Company during the financial year ending 31st March, 2024.
3. DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors has not recommended any dividend for the Financial Year ended on 31st March, 2024. The Board deemed it financially prudent to re-invest the profits into the Company's business, aiming to strengthen the strong reserve base and facilitate business growth.
The Board of Directors has decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31st March 2024.
4. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company had not transferred any amount/shares to the IEPF.
The Company has appointed Mr. Sanjeev Kumar Rawal, Chief Financial Officer (CFO) as the Nodal Officer for coordination with the IEPF Authority. Details of the Nodal Officer are available on the website of the Company at www.dbonline.in.
5. CAPITAL STRUCTURE
Authorized Share Capital
The Authorized Share Capital of the Company as of the date 31st March 2024 remains unchanged at Rs 10,00,00,000 (Rupees Ten Crore Only) equity share capital divided into 5,00,00,000 Equity Shares of Rs 2 each.
Paid up Share Capital
The Paid-up share capital as of 31st March 2024 stands at Rs 7,00,00,000/- (Rupees Seven Crore Only) comprising 3,50,00,000 equity shares of Rs 2/- each fully paid up.
6. DEPOSITS
During the Financial Year 2023-24, the Company has not invited or accepted any deposits from the public/ members under the provisions of Sections 73 and 76 of the Companies Act, 2013 ("the Act") read with Companies (Acceptance of Deposits) Rules, 2014.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Company occurred from the end of the Financial Year to which these Financial Statements relates till the date of this report.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
The Company has one wholly owned Subsidiary Company in the name of Daga Business (International) Stock Brokers (IFSC) Private Limited. Pursuant to the provisions of Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC- 1 is annexed herewith in " Annexure -IX" to this Report.
Further, the Company does not have any Joint Venture or Associate Companies during the Financial Year and till the date of this report.
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of conservation of energy, technology absorption, and Foreign exchange earnings and outgo are as under:
1) Conservation of energy: Information on Conservation of energy as prescribed under Section 134(3) (m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.
2) Technology absorption: The management stays updated on industry advancements and has adopted accounting systems, compliance management tools etc.
3) Foreign exchange earnings and outgo for the Financial Year 2023-24: Nil
10. RISK MANAGEMENT POLICY
The Company has a well-defined risk management framework in place. Further, it has established procedures to periodically place before the Board, the risk assessment and management measures. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report as per "Annexure-I" to this Report.
11. CORPORATE GOVERNANCE
As required by Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), a detailed Report on Corporate Governance is included in the Annual Report as "Annexure-V".
Compliance Certificate pursuant to Regulation 34 of the Listing Regulations certified by M/s. Surya Gupta & Associates, Practicing Company Secretaries is annexed with this Annual report as "Annexure-VI".
12. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
During the Financial Year 2023 -24, the provisions of Section 135 of the Act applied to the Company accordingly, the Company during has spent over two percent of the average net profits of your Company during the three preceding financial years i.e. Rs 15,00,000 (Rupees Fifteen Lakhs Only) towards CSR activities.
Your Company has undertaken CSR activities with the objectives as follows:
to provide free, wholesome meals to underserved patients and their attendants in government hospitals together with Hare Krishna Movement.
Towards Upliftment of Tribal Communities all across India, several categories together with Vanvasi Kalyaan Aashram.
To serve stray, abandoned cows, bulls, retired oxen, and orphaned calves and to provide them fresh grass, clean water, medical treatment, and a shelter where they can recover from injuries and stay peacefully together with Shri Jadkhor Gaudham.
The CSR policy is available at https://www.dbonline.in/ Admin/ Pdf/ Corporate Social Responsibility/DB CSR Policy.pdf.
The Annual Report on our CSR activities is annexed as "Annexure II".
In terms of Section 135 of the Act read with Rules and in accordance with the CSR Policy and the Annual Action Plan.
13. LOANS, GUARANTEES OR INVESTMENTS
During the Financial Year 2023-24, the Company has not granted any loans, given any guarantee, or provided any security in connection with a loan to a person or body corporate or made investments within the meaning of Section 186 of the Act.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered during the financial year were on arm's length basis and were in the ordinary course of the business as stated in the Financial Statements. In terms of the Act, there were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of the Company at large.
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.
The Company's Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the website of the Company and can be accessed through the link:
https://www.dbonline.in/Admin/Pdf/1518223656POLICY FOR DETERMINATION OF MATERIALI TY OF EVENTS%2028072023.pdf
Disclosure pursuant to Regulation 34(3) and Schedule V of Listing Regulations are Not Applicable during the period under review.
15. STATUTORY AUDITORS
Pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Act read with the Companies (Audit and Auditors) Rules, 2014, along with Listing Regulations as amended from time to time including any statutory modification(s) or amendment(s) thereto or re- enactment(s) thereof for the time being in force and pursuant to the recommendation and approval of the Audit Committee and the proposal as approved by the Board of Directors in their Board Meeting held on 28th July, 2023 and the members of the Company in the 31st AGM held on 29th September 2023, had approved the appointment of M/s. ATK & Associates, Chartered Accountants (FRN: 018918C) as Statutory Auditors of the Company with effect from 28th July 2023 till the conclusion of the 36th AGM at such remuneration may be paid on a progressive billing basis to be agreed upon between the Auditors and the Board of Directors.
During the FY 2023-24, M/s. Gupta Verma & Sethi, Chartered Accountants (FRN: 02605N) have tendered their resignation due to their pre-occupation w.e.f conclusion of the business hours of 28th July 2023.
16. STATUTORY AUDIT & SECRETARIAL AUDIT AND ADVERSE COMMENTS BY AUDITORS
There were no qualifications, reservations, adverse remarks, or disclaimers made by M/s. ATK &
Associates (Firm Registration No. 018918C) Statutory Auditors in their Audit Report.
M/s Surya Gupta & Associates, Practicing Company Secretaries in their Audit Reports for the FY 2023-24 had mentioned a qualification in their report. The Secretarial Auditor's report by Mr. Suryakant Gupta proprietor of M/ s. Surya Gupta & Associates, Practicing Company Secretaries has been obtained and annexed as per "Annexure-III" to this Report.
Qualification by Secretarial Auditor: The disclosure pursuant to Regulation 30(6) read with Schedule III of SEBI (LODR) Regulations, 2015 to Stock Exchanges regarding the resignation of former Company Secretary of the Company was filed with a slight delay due to an internal technical issue of the Company. The Company had made the intimation in the first working day. The Exchange had acknowledged the reason for the delay and no further queries or communication was received from the Exchange.
Explanations or comments by the Board on every qualification, reservation adverse remark, or disclaimer made- Due to some internal technical issue, the Company had made the intimation as soon as possible in the first half of the first working day after the date of occurrence of event. Further, the Board shall improve the compliance system to avoid the recurrence of all such instances.
Further in Compliance with Regulation 24A of the Listing Regulations and SEBI Circular No. CIR/CFD/cmd/1/27/2019 dated 08th February, 2019, a report on Secretarial Compliance issued by M/s. Surya Gupta & Associates, for the year ended 31st March, 2024, has been submitted to Stock Exchanges and the same is also available on the website of the Company at https: / /www.dbonline.in/ Admin / Pdf/750488458ANNUALSECRET ARIALCOMPLIANCEREPO RT31032023.pdf
Note: For the Financial year 2023-24, the Board of Directors appointed M/s Surya Gupta & Associates, Practicing Company Secretaries to conduct the Secretarial Audit.
17. REPORTING OF FRAUDS
There was no instance of fraud reported by auditors during the year under review, which is required to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed there under.
18. DIRECTORS & KEY MANAGERIAL PERSONNEL
As of 31st March, 2024, the Company's Board of Directors consists 8 Directors comprising an optimum combination of Executive and Non-Executive Directors including one woman director.
The composition and Category of Directors as of 31st March 2024 are as follows:
The maximum tenure of Mr. Brajesh Sadani and Mr. Chandra Mohan Bahety, Independent Directors of the Company had been completed on the closure of working hours on 31st March, 2024, and accordingly, they ceased to be Directors of the Company.
Mr. Shiv Narayan Daga,Managing Director is termed Key Managerial Person (KMP) within the meaning of Section 203(1) of the Act.
Ms. Shikha Mundra holds the post of Executive Women Director and Mr. Sachin Kumar Rathi holds the post of Non-Executive Director during the Financial Year ending 31st March 2023.
Mr. Milap Chand Bothra, Mr. Harak Chand Sogani, and Mr. Tarun Kansal are the continuing Independent Directors of the Company.
Mr. Sanjeev Kumar Rawal and Ms. Prachi Sharma* are KMPs designated as Chief Financial Officer and Company Secretary of the Company respectively.
THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR RESIGNED DURING THE YEAR
Directors: As per the recommendation of the Nomination and Remuneration Committee, the members at 31st Annual General Meeting of the Company had approved the appointment of Mr. Himanshu Malhotra, Mr. Harak Chand Sogani and Mr. Tarun Kansal as Non-Executive Independent Directors of the Company with effect from 28th July 2023.
Further, Mr. Himanshu Malhotra resigned with effect from 12th February, 2024, due to his preoccupation and other personal commitments.
The tenure of Mr. Brajesh Sadani and Mr. Chandra Mohan Bahety, Independent Directors, had been completed on the closure of working hours on 31st March, 2024, and accordingly, they ceased to be directors of the Company.
Retirement by Rotation: In terms of Section 152 of the Act, Mr. Sachin Kumar Rathi (DIN: 01013130) would retire by rotation at the ensuing AGM scheduled to be held on 27th September, 2024 and being eligible offers himself for re-appointment. Further, based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.
Key Managerial Personnel: Ms. Prachi Sharma (Membership No. A71389) was appointed as Company Secretary of the Company in their meeting held on 28th July 2023 and Ms. Pragya Singh (Membership No. A65047) resigned from the designation of Company Secretary & Compliance Officer of the Company with effect from 16th June 2023.
20. DIRECTORS APPOINTMENT AND REMUNERATION
The policies of the Company on the Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Act are in place and adhered to by the Company in letter and spirit.
21. PERFORMANCE EVALUATION OF THE BOARD
Regulation 4 of Listing Regulations mandates that the Board shall monitor and review the Board Evaluation framework. The Act states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Act and Regulation 17(10) of Listing Regulations states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/Committee.
22. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration), Rules, 2014, a copy of the Annual Return of the Company as required under the Act will be available on the website of the Company at https://www.dbonline.in/AnnualReturn1.aspx
23. VIGIL MECHANISM / WHISTLE-BLOWER POLICY
Your Company is committed to the highest standards of ethical, moral, and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy that is in compliance with the provisions of Section 177 (9) of the Act and pursuant to Listing Regulations . The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization, or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.
A quarterly report on the whistle blower complaints as received, is placed before the Audit Committee for its review. The mechanism framed by your Company is in compliance with requirement of the Act and available on the website www.dbonline.in.
24. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for the prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. 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 the implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code. Policy on insider trading
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advise on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Company's website www.dbonline.in .
25. CODE OF CONDUCT
Your Company has in place, a Code of Conduct all Board Members and Senior Management Personnels of the Company, which reflects the legal and ethical values to which your Company is strongly committed. The Board Members and Senior Management of the Company have affirmed compliance with the Code of Conduct applicable to them, for the FY ended 31st March, 2024. A declaration signed by the Managing Director to this effect is annexed hereto as "Annexure VII". The Code of Conduct is available on the Company's website www.dbonline.com.
26. POLICIES
The Listing Regulations mandated the formulation of certain policies for all listed companies. All the policies are available on our website. www.dbonline.com
27. CFO CERTIFICATION
The Chief Financial Officer has duly provided a certificate to the Board as contemplated in Regulation 17(8) of the Listing Regulations.
Pursuant to Regulation 33(2) (a) the CFO is required to sign the Certificate of the Company certifying that the financial results do not contain any false or misleading statement or figures and do not omit any material fact, which may make the statements or figures contained therein misleading. The CFO has given the Certificate to fulfill the Listing Regulations requirement is annexed as "Annexure-VIII", forming part of this Report.
28. EVENT-BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities:-
i. Issue of sweat equity share: NA
ii. Issue of shares with differential rights: NA
iii. Issue of shares (including sweat equity shares) to employees of the Company: NA.
iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
v. Buy back shares: NA
vi. Disclosure about revision: NA
vii. Preferential Allotment of Shares: NA
viii. Issue of equity shares with differential rights as to dividend, voting: NA
29. BOARD MEETINGS
During the financial year under review, the Board of Directors of the company met Five (5) times to transact the business of the Company in accordance with Regulation 17(2) of SEBI (LODR) Regulations, 2015 and provisions contained in Section 173 (1) of the Act read with Rules made thereunder. The details of the year under review are presented hereunder:
30. DECLARATION OF INDEPENDENT DIRECTORS
The Non-Executive Independent Directors of the Company have given a declaration stating that they continue to meet the criteria as set out for Independent Directors under Section 149(6) of the Act and Regulation 16 of Listing Regulations. Further, in terms of Rule 8(5)(a) of the Companies
(Accounts) Rules, 2014, as amended, the Board of Directors states that in the opinion of the Board, during the Financial Year 2023-24 all the Directors whose appointments as Independent Directors of the Company have been approved by the Members during the year, are persons of integrity and possess relevant expertise and experience. Further, the Independent Directors have been exempted/successfully qualified for the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.
31. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act the Board of Directors of your Company, to the best of their knowledge, belief, and ability and explanations obtained by them, confirm that:
in the preparation of the annual financial statements for the financial year ended 31st March 2024, the applicable accounting standards have been followed; and there are no material departures from prescribed accounting standards;
Your Company has 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 your Company, at the end of the financial year; and of the profit and loss of your Company, for that period;
proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud; and other irregularities;
the annual financial statements have been prepared on a going-concern basis;
the Directors have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively.
the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
32. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:-
The assessment and appointment of Members to the Board are based on a combination of criteria that includes ethics, personal and professional stature, domain expertise, gender diversity, and specific qualifications required for the position. The potential Board Member is also assessed on the basis of independence criteria defined in Section 149(6) of the Act. In accordance with Section 178(3) of the Act and Regulation 19(4) of Listing Regulations on the recommendations of the Nomination and Remuneration Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management. The Policy is attached as part of the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.
33. BOARD COMMITTEE
The company has Six Committees of Board, viz
Audit Committee
Stakeholders Relationship Committee
Nomination and Remuneration Committee
Independent Directors Committee
Credit Facility Committee
Corporate Social Responsibility Committee
Information on the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Independent Directors Committee and Credit Facility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report enclosed as Annexure- V.
34. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company held a separate meeting without the presence of Non-Independent Directors and members of the management on 28th July 2023, to discuss and review the performance of non-Independent Directors, the Board as whole and the same was found satisfactory and also to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.
35. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
36. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
No employee of the Company received remuneration exceeding the limits prescribed under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Details of remuneration as required under Section 197 of the Companies Act, 2013, and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in "Annexure IV".
Information relating to employee remuneration as per Rules 5(2) and 5(3) of the aforementioned Rules is available for inspection by shareholders at the Company's registered office during business hours (2:00 PM to 4:00 PM, Monday to Friday) until the date of the Thirty-Second AGM. Shareholders may request a copy of this information from the Company Secretary.
37. POLICY FOR PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN IN WORKPLACE
The Company has zero tolerance for sexual harassment in the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 . The POSH Policy of the Company is available on the website of the Company and can be accessed in the Governance section at the Web-link: https://www.dbonline.in/Admin/Pdf/1178969109SEXUAL%20HARRASMENT%20POLICY.pdf.
All employees as defined under the "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" are covered in this Policy.
During the financial year 2023-24, no instance of sexual harassment were received or pending at any workplace of the company.
38. STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted its Internal Complaints Committee. The Composition of the Internal Complaint Committee (IC) is as follows:
39. MANAGEMENT DISCUSSION AND ANALYSIS
In Compliance with Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Management Discussion and Analysis is annexed as "Annexure-I" and forming part of this Annual Report.
The Management Discussion and Analysis Report gives details of the industry structure, developments, opportunities, threats, performance, and state of affairs of the Company's business, internal controls and their adequacy, risk management systems, and other material developments during the Financial Year 2023-24.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators or Courts or tribunals impacting the going concern status and the Company's operations in the future.
41. INTERNAL FINANCIAL CONTROLS
The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, and ensuring compliance with corporate policies. The scope and authority of the Internal Audit activity are well defined in the Internal Audit Charter, approved by the Audit Committee. The Company has a dedicated Internal Audit team with skills commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports are placed before the Audit Committee of the Board which reviews and approves the same. The Audit Committee periodically reviews the performance of the internal audit function. During the year, the Audit Committee met regularly to review reports submitted by the Internal Auditors. All significant audit observations and follow-up actions thereon were reported to the Audit Committee. The Company's Board & Audit Committee reviews adherence to internal control systems, internal audit reports, and legal compliances. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval.
M/s. ATK & Associates (Firm Registration No. 018918C) Chartered Accountants, the Statutory Auditors of the Company audited the financial statements included in this Annual Report and issued a report on the internal controls over financial reporting (as defined in Section 143 of the Act).
42. DISCLOSURE OF MAINTENANCE OF COST RECORDS UNDER SECTION 148 OF THE COMPANIES ACT, 2013
The Company is not required to maintain the cost records and accounts as specified under section 148 of the Act as it is not applicable to the Company.
43. THE DETAILS OF THE APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH
THEIR STATUS AS OF THE END OF THE FINANCIAL YEAR
During the year under review, any Application is not made and there is no pending proceeding under the Insolvency and Bankruptcy Code, 2016.
44. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the Financial Year 2023-24, this clause is not applicable to the Company.
45. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward-looking within the meaning of applicable securities, laws, and regulations. Various factors such as economic conditions, changes in government regulations, tax regimes, other statutes, market forces, and other associated and incidental factors may however lead to variation in actual results.
46. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the cooperation and assistance received from the Company's Bankers, Regulatory Bodies, Stakeholders, and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your Directors also wish to place on record their deep sense of gratitude and appreciation for the commitment displayed by all executives, officers, and staff at all levels of the Company, resulting in the successful performance of the Company during the year under review. We look forward to your continued support in the future.