The Board of Directors has the pleasure in presenting the 37th Annual Report and Audited Financial Statements for the Financial Year ended March 31, 2022 together with the Independent Auditors' Report.
FINANCIAL RESULTS
Your Company has achieved highest ever Revenue from Operations of Rs. 2,476.7 Million for the year 2021-22 with an increase of 39.5% over previous year 2020-21 despite the challenging economic activity both during 2nd and 3rd wave of the pandemic, which mounted operational challenges by restricting movement & disrupting supply chain. Profit After Tax for the year increased by 58.9% to Rs. 374.4 Million from the previous year boosted by the external price corrections, higher revenue, procurement & cost control strategies executed to suit the environment. Company's drive to focus on employee health and safety was continued and unabated throughout the year.
Summarized financial results for the year are given below.
|
Rs. Million
|
|
Description
|
2021-22
|
2020-21
|
|
Revenue from Operations(net)
|
2,476.7
|
1,775 1
|
|
Profit before depreciation, tax & finance cost
|
544.5
|
356.9
|
|
Less: Depreciation
|
33.4
|
374
|
|
Less: Finance Cost
|
7.8
|
3.9
|
|
Less: Tax Expenses (including deferred tax)
|
128.9
|
80.0
|
|
Profit After Tax
|
3744
|
235.6
|
|
Add: Other Comprehensive income
|
1.0
|
32
|
|
Total Comprehensive income for the year, net of tax
|
375 4
|
238.8
|
|
Add: Balance in Profit & Loss account brought forward from previous year
|
1,844.3
|
1,620.0
|
|
Profit Available for Appropriation
|
2,2197
|
1,858.8
|
|
Appropriation:
|
|
|
|
Interim Dividend declared for the year
|
218.1
|
-
|
|
Final Dividend (proposed)
|
14.5
|
14.5
|
|
Balance in Profit & Loss Account
|
1,987.1
|
1,844.3
|
|
Earnings Per Share (Rs)
|
257 5
|
162.0
|
|
Market price per share as on March
31 (Rs)
|
6,240.0
|
4,682.9
|
PERFORMANCE OF THE COMPANY
The best ever Revenue from Operations for the Financial Year 2021-22 of Rs 2,476.7 Million was achieved driven by strong order backlog at the beginning of the year and operational efficiencies. This excellent milestone was achieved in a very
uncertain environment of mounted operational challenges restricting movement, disruption of supply chain and the factory expansion work being undertaken in Tumkur manufacturing facility to build the factory of the future. Company's various strategies to overcome supply chain hurdles, to contain inflationary pressures, control discretionary expenses and conservation of cash reflected in the lead to a best result for the year in the history of the Company.
The Company was able to sustain the inflationary pressure of input materials and logistics cost through its advance buying strategy which helped improve the operating margin. Increase in Aftermarket Parts Revenue contributed significantly in improving profit for the year.
The relentless commitment and dedication of every employee to overcome many business challenges has enabled the Company to close the year with a robust financial performance in the uncertain situation which prevailed throughout the year. The Company continued to stay focused on the health and wellbeing of its employees and their families through multiple health care measures. The Company continued its initiatives and actions for keeping the employee safe, by 'work from home' option and continuous guidance on the uncertain environment. Standard Operating Practices and COVID-19 preventive measures were continued with more focus. Business Continuity Plan (BCP) was reviewed regularly to ensure the control on both business and employees' health & safety.
The slide in the automotive sector in the middle of the year with challenging numbers on cars, two wheelers and HCV segments led to deceleration of growth seen in the last fiscal. However, the infrastructure industries showed a progressive trend in segments of Railways, Renewable Energy, Steel, Cement, Airports and ports and exports. Broadly, industrial segment even now is better poised for growth than the automotive segment.
In this scenario, the Company has maintained its market share in key businesses.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the Financial Year.
DIVIDEND
The Company has been accruing and preserving cash for growth, for future capital investment, to meet working capital requirements and to cover for appropriate market & economic risks.
Considering the dividend track record of the Company and based on the Company's performance during the current Year 2021-22, Board of Directors have declared an Interim Dividend of Rs 150/- per Equity Share (1500%) involving a cash outlay of Rs.218.1 Million, which was paid on April 25, 2022. The Directors have also recommended a Final Dividend of Rs. 10/- per Equity Share of Rs. 10/- each (i.e., 100%), amounting to Rs. 14.5
Million. Total Dividend for the year, subject to approval of Final Dividend by the shareholders works out to Rs. 232.6 Million.
As provided in the Finance Act 2020, from the Financial Year 2020-21 and onwards dividend is being taxed in the hands of recipients. Information about taxation of dividend is included in AGM Notice.
RESERVE
The Company has not proposed to transfer any amount to the general reserve.
SHARE CAPITAL
The Authorized Equity Share Capital of your Company is Rs. 50 Million. The Issued, Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2022 stood at Rs. 14.5 Million.
During the year under review, your Company has not issued any shares with differential voting rights nor granted Stock Options or Sweat Equity. The Company has also not bought back any of its shares during the year under review. As on March 31, 2022, no other Directors held shares or convertible instruments of the Company except the Managing Director who held 1 (one) Equity Share of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTECONOMIC SCENARIO AND OUTLOOK
As we enter the new Financial Year, we are seeing a much more unpredictable world due to global situation arising out of the war in Ukraine, and the subsequent impact of the same across the world. We are not immune to any of these situations. Your Company does not have a direct business exposure to the war zone and not impacted by restrictions on both Russia and Belarus. This war has indirectly disrupted supply chains, put unprecedented inflationary pressures leading to extremely unpredictable business environment.
At the same time Covid-19 also keeps coming back in many ways due to its very nature.
There is still underutilization of existing capacities and liquidity continues to be a big issue. This would impact the pace of growth of capital goods industry. The year begins with unpredictability for all the businesses and your Company is no exception to it. However, the Company has the inherent ability to take suitable measures to tide over these environments and respond to the ever-changing external developments from time to time.
INDUSTRY OUTLOOK AND OPPORTUNITIES
The GDP growth estimates for the Financial Year 202223 is approximately 7.5% - 8%. The government spending on infrastructure continues to run full steam. Divestment initiatives have been implemented to generate funds to use for the infrastructure development programs. This would help your
Company to work for new applications across segments like Steel, Construction and Energy. Your Company is also looking to support companies doing exports for establishing right quality for their end products. Your Company also sees many export opportunities to the Middle East, Turkey, Brazil and a few SubSaharan nations seeking to industrialize their economies.
Although there are no visible signs of the 4th Wave, things could change quickly, which may have a negative impact on the overall business environment like the last few waves.
The Index of Industrial Production (IIP) and Purchasing Managers' Index (PMI) have historically been good indicators for business sentiments in capital goods order intake. Movements in IIP and PMI have been explained through the following charts.
MARKET DEVELOPMENT
Your Company was recovering well from the hugely uncertain environment impacted by the Pandemic. But the threat of uncertainties, unfolded by the current geopolitical issues, has hindered the market.
The Company's full foundry solution is more visible not only in India but also in Middle East, where your Company is building a new foundry at Doha, Qatar with a new customer. The Company has also exported a few machines to Turkish market with the help of group company in Denmark.
Norican digital offer to the market has been evaluated and the same is also getting implemented in some of the flagship foundries in India, creating a stronger partnership beyond equipment sales.
Aftermarket distribution business has now 6 distributors across 9 warehouse locations across all parts of the country near the key installation base - Ludhiana, Manesar, Kolhapur, Pune, Jamshedpur, Coimbatore, Ahmedabad, Rajkot and Bangalore. The Company has also waged a war against the pirate parts sellers, by conducting performance trials and proving reduction on overall cost of operations for the end users.
Your Company has embarked upon the journey of SBTi (Science Based targets initiative) by signing the pledge along with the Parent, Norican Group to reduce carbon footprint. There is an immense focus on the implementation of this initiative and to
find out areas of impact to start the process.
KEY RATIOS
As required by SEBI (LODR)(Amendment) Regulations, 2018, the Company is required to furnish the details of significant changes (i.e., change of 25% or more as compared to the immediate previous Financial Year) in key financial ratios, along with detailed explanations for the changes.
The Company has identified the following ratios as Key financial ratios:
|
Particulars
|
Standalone
|
Consolidated
|
|
2021-22
|
2020-21
|
Change %
|
2021-22
|
2020-21
|
Change %
|
|
Operation Profit Margin (EBITA) %
|
16.5%
|
12.6%
|
3°.2
|
16.6%
|
12.6%
|
31.1
|
|
Net Profit Margin %
|
15.1%
|
13.3%
|
13.9
|
15.1%
|
13.0%
|
15.5
|
|
Debtor Turnover Ratio
|
9.3
|
9.5
|
(2.3)
|
9.°
|
9.2
|
(2.1)
|
|
Inventory Turnover Ratio
|
6.2
|
4.3
|
46.6
|
6.3
|
4.3
|
45.3
|
|
Earnings Per Share (Rs)
|
257-5
|
162.0
|
58.9
|
265.4
|
166.0
|
59.8
|
During the year, there were significant favorable changes in the above ratios. Increase in Revenue by 39.5% and control on cost have improved both Operating Profit Margin & Net profit margin for the year and has resulted in higher Earnings Per Share. Increase in Inventory Turnover Ratio was due to higher
buying of input materials for executing increased order intake during the year and to overcome the unavailability due to uncertain external environment.
The details of return on net worth at standalone and consolidated levels are given below:
|
Particulars
|
Standalone
|
Consolidated
|
|
2021-22
|
2020-21
|
Change %
|
2021-22
|
2020-21
|
Change %
|
|
Return on Net Worth %
|
18.6%
|
12.6%
|
47.7
|
18.7%
|
12.7%
|
-4>
CO
|
Return on net worth is computed by dividing the net profit by year end net worth. Increase in Net profit during the year has increased the return on Net worth.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to comply with Corporate Social Responsibility (CSR) as a good corporate citizen. The Directors are pleased to report that your Company is pursuing its efforts to support the community circles in which it operates. The Company's CSR program titled “NORICAN Scholarship” has helped in providing financial assistance to less privileged students up to standard twelve as well to students seeking diplomas in Engineering.
“NORICAN Scholarship” program has made scholarship available to students in eight educational institutions in the neighborhood of your Company's plants situated at Tumkur and Hosakote in Bengaluru. During the Financial Year, scholarships were provided to 454 needy students. Directors have the pleasure to report that your Company has provided scholarships to 2,341 students since inception. In addition, your Company has invested in infrastructure development for the schools to provide drinking water, teaching aids and sanitation. Your Company has also extended scholarships to 50 meritorious Engineering students
through an NGO 'Foundation for Excellence India Trust' and since inception 442 students have been given the scholarships.
The Company has also partnered with National Institute of Advanced Manufacturing Technology (NIAMT) [Formerly National Institute of Foundry and Forge Technology (NIFFT)], Ranchi and put in place a scholarship in the name of “Jan Johansen DISAMATIC Scholarship” to provide scholarship to 5 top meritorious students every year to create Industry Academia interface to create future foundry men. During the year, the Company has spent Rs. 0.4 Million towards this scholarship.
The Company's policy on Corporate Social Responsibility and CSR projects pursued by the Company are available on the website of the Company at https://www.disagroup.com/en-in/investor-relations/disa-india-ltd/policies.
The Composition of CSR Committee, details of the amounts spent during the current Financial Year and the manner in which it was spent are provided in Annexure “A”.
RISK MANAGEMENT
During the year, your Board has constituted Risk Management Committee comprising three Directors, Managing Director and the Chief Financial Officer. The Committee met two times
during the year. This Committee shoulders the responsibility of monitoring and reviewing the risk management plan and periodical review of the Risk Management Policy and appraise the Board about risk assessment and mitigation procedure. It also undertakes to ensure that Executive Management controls risks by means of properly designed risk management framework.
All the insurable assets of the Company are deemed to have been adequately insured.
Risk Management Policy is hosted on the Company's website at https://www.disagroup.com/en-in/investor-relations/disa-india-ltd/policies.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has formulated a Whistle Blower Policy for vigil mechanism which is available in the website of the Company at https://www.disagroup.com/en-in/investor-relations/disa-india-ltd/policies/. Complaints raised, if any, are dealt with as per this policy. No complaints have been received during the year 2021-2022.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
There has been no change in the constitution of Board during the year under review. None of the Directors is disqualified from being appointed as such under the provision of Section 164 of the Companies Act, 2013.
In terms of the provisions of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Michael Declan Guerin, Director, retires at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Independent Directors, Ms. Deepa Hingorani and Mr. Bhagya Chandra Rao have maintained highest standards of integrity in their dealings with the Company. They also possess the requisite expertise and experience (including Proficiency) necessary for acting as Independent Directors of the Company. Annual Declarations received from both for the year 2021-22 contain affirmations regarding registrations in the data bank. The Company has three Key Managerial Persons (KMP), Mr. Lokesh Saxena, Managing Director, Mr. Amar Nath Mohanty, Chief Financial officer and Mr. G. Prasanna Bairy, Company Secretary & Compliance Officer.
The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company and other related information have been provided in the Corporate Governance Report which forms part of this report.
Policy on appointment and remuneration of Directors and KMPs is available in the website of the Company at https://www. disagroup.com/en-in/investor-relations/disa-india-ltd/policies.
INDEPENDENT DIRECTORS
Declarations under Section 149(7) of the Companies Act, 2013 have been received from all the Independent Directors
of the Company confirming that they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the said Act and as per the SEBI (LODR) Regulations, 2015 (the Listing Regulations).
The Board has evaluated the Independent Directors and confirms that Ms. Deepa Hingorani and Mr. Bhagya Chandra Rao have fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.
Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://www.disagroup.com/en-in/investor-relations/disa-india-ltd/policies.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year, five (5) Meetings of the Board of Directors were held, as per the Companies Act, 2013 and the Listing Regulations. The details of the Meetings are furnished in the Corporate Governance Report.
The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. The Agenda of the Meetings were circulated to Directors in advance. Minutes of the Meetings of the Board of Directors were circulated amongst the Directors for their perusal.
BOARD EVALUATION
Pursuant to the requirements of the Companies Act, 2013 and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its Committees and of individual Directors.
Further, the Independent Directors, at their exclusive Meeting held on February 03, 2022, reviewed the performance of the Board, its Chairman and Non-Independent Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence. The Nomination and Remuneration Committee has reviewed the existing criteria for evaluation of performance of the Independent Directors and the Board and reviewed the existing policy of remuneration of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement: -
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. 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 year;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors 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 are operating effectively; and
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.
INTERNAL FINANCIAL CONTROL
Your Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Internal Controls in the Company have been designed to further the interest of all its stakeholders by providing an environment which is facilitative to conduct its operations and to take care of, inter alia, financial and operational risks with emphasis on integrity and ethics as a part of work culture.
The scope and authority of the Internal Audit (IA) is defined every year by the Audit Committee. To maintain its objectivity and independence, the Internal Auditors report to Chairman of the Audit Committee and the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company and its compliance with accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Any significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board. No major internal control weakness was identified during the year. The Company also has a well-functioning Whistle Blower Policy in place.
The Board has appointed Protiviti India Member Private Limited to continue as the Internal Auditors of your Company for the Financial Year 2022-23.
DEPOSITS
Your Company has neither accepted nor renewed any Deposits from the public within the meaning of the Companies Act, 2013, and hence, no amount of principal or interest was outstanding on the date of the Balance Sheet and also on the date of this Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has one Wholly Owned Subsidiary “Bhadra
Castalloy Private Limited”.
The performance of Subsidiary during the Financial Year 2021-22, being the sixth year of operations, has been quite satisfactory. The Audited Financial Results of the Wholly Owned Subsidiary for the Financial Year ended March 31, 2022, are consolidated with the Financial Results of the Company for the Financial Year. Revenue from operations and Profit after tax of the Subsidiary Company were Rs. 106.6 Million and Rs. 11.5 Million respectively. Revenue from operations for the year was 25.7% higher and Profit after tax was 94.9% higher as compared to previous year.
Consolidated Revenue from Operations of the Company for the year was Rs. 2560.7 Million as against Rs. 1850.6 Million in the previous year, with an increase of 38.4%.
Statement relating to Subsidiary Company in Form AOC-1 is part of this report.
Your Company did not have any Joint Venture or Associate Company at the end of the Financial Year.
RELATED PARTY TRANSACTIONS
All Related Party Transactions which were entered during the Financial Year were in the ordinary course of business, on an arm's length basis and were as per prior omnibus approvals of the Audit Committee. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All the Related Party Transactions were placed before the Audit Committee as well as the Board for approval. Prior omnibus approval of the Audit Committee was obtained on an yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their noting/approval on quarterly basis. The details of all Related Party Transactions are disclosed in the SI. No. 44 of the Notes forming part of the Financial Statements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties in Form AOC-2 is part of this report.
The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the details of all the Related Party Transactions are disclosed in the financials. The Policy is available on the website of the Company at https://www.disagroup.com/en-in/investor-relations/disa-india-ltd/policies.
GROUP COMPANIES
Persons constituting Group coming within the definition of “Group” as defined in the Competition Act, 2002 includes the following:
|
Name of Subsidiary
|
Country
|
|
Bhadra Castalloy Private Limited
|
India
|
|
Italpresse Gauss S.p.A.
|
Italy
|
|
DISA K.K.
|
Japan
|
|
WG Plus de Mexico S de RL de CV
|
Mexico
|
|
WG Plus Servicios S de RL de CV
|
Mexico
|
|
StrikoWestofen de Mexico, S.A. de
|
Mexico
|
|
C.V
|
|
|
IP Mexico Die Casting S.A. de C.V.
|
Mexico
|
|
Wheelabrator Schlick Sp. Z.o.o.
|
Poland
|
|
SWO Polska Sp. Z.o.o.
|
Poland
|
|
Wheelabrator Group SLU
|
Spain
|
|
DISA Industrie AG
|
Switzerland
|
|
DISA Holding AG
|
Switzerland
|
|
Blast Cleaning Techniques Ltd
|
United Kingdom
|
|
Castalloy Europe Ltd
|
United Kingdom
|
|
WGH UK Holdings Limited
|
United Kingdom
|
|
WGH UK Ltd.
|
United Kingdom
|
|
Wheelabrator Technologies (UK) Ltd.
|
United Kingdom
|
|
Wheelabrator Group Ltd.
|
United Kingdom
|
|
Striko UK Ltd.
|
United Kingdom
|
|
Abrasive Developments Ltd
|
United Kingdom
|
|
Spencer & Halstead Ltd
|
United Kingdom
|
|
Impact Finishers Ltd. United Kingdom
|
United Kingdom
|
|
100% Dormant
|
|
|
Vacu-Blast International
|
United Kingdom
|
|
DISA Industries Inc.
|
United States
|
|
WG Global LLC
|
United States
|
|
DISA Holding LLC
|
United States
|
|
Wheelabrator Group Inc.
|
United States
|
|
Castalloy Inc
|
United States
|
|
Wheelabrator (Delaware) LLC
|
United States
|
|
StrikoWestofen Dynarad Furnace
|
United States
|
|
Corp.
|
|
|
Italpresse of America Inc
|
United States
|
|
Schmidt Manufacturing, Inc
|
United States
|
|
Bob Schmidt, Inc
|
United States
|
|
Name of Subsidiary
|
Country
|
|
Norican A/S
|
Denmark
|
|
Norican Global A/S
|
Denmark
|
|
Norican Group ApS
|
Denmark
|
|
Norican Holdings ApS
|
Denmark
|
|
DISA Holding A/S
|
Denmark
|
|
DISA Holding II A/S
|
Denmark
|
|
DISA Industries A/S
|
Denmark
|
|
Wheelabrator Group NV
|
Belgium
|
|
WGH Holding Corp.
|
British Virgin Islands
|
|
Wheelabrator Group (Canada) ULC
|
Canada
|
|
DISA (Changzhou) Machinery Ltd.
|
China
|
|
Italpresse Industrie (Shanghai) Co. Ltd.
|
China
|
|
Kunshan Italpresse Die-casting Equipment Co., Ltd
|
China
|
|
StrikoWestofen Thermal Equipment (Taicang) Co. Ltd.
|
China
|
|
Wheelabrator Czech s.r.o.
|
Czech Republic
|
|
Matrasur Composites SAS
|
France
|
|
Wheelabrator Group SAS
|
France
|
|
Walther Trowal S.a.r.l
|
France
|
|
Italpresse France S.a.r.l
|
France
|
|
Wheelabrator Group GmbH
|
Germany
|
|
Wheelabrator Group Holding GmbH
|
Germany
|
|
Wheelabrator-Berger Stiftung GmbH
|
Germany
|
|
OT Oberflachentechnik Maschinen und Werkzeuge Handels GmbH
|
Germany
|
|
DISA Industrieanlagen GmbH
|
Germany
|
|
Wheelabrator OFT GmbH
|
Germany
|
|
Nolten GmbH
|
Germany
|
|
LMCS Group Holding GmbH
|
Germany
|
|
Light Metal Casting Solutions Group GmbH
|
Germany
|
|
SWO Holding GmbH
|
Germany
|
|
Norican Digital GmbH
|
Germany
|
|
Light Metal Casting Equipment GmbH
|
Germany
|
|
StrikoWestofen GmbH
|
Germany
|
|
DISA Limited Hong Kong
|
Hong Kong
|
|
DISA India Limited
|
India
|
|
DISA Technologies Private Ltd.
|
India
|
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments between the end of the Financial Year and the date of the report, which affects the financial position of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, OR SECURITY PROVIDED BY THE COMPANY
Your Company has made an investment of Rs. 44 Million in the Equity Share Capital of its Wholly Owned Subsidiary Company, Bhadra Castalloy Private Limited during the year 2015-16. It has extended interest-bearing intercompany demand loan of Rs. 26 Million in the year 2016-17 for the purpose of financing the purchase considerations paid for acquisition of the foundry by the Subsidiary. The Company had also given a Corporate Guarantee of Rs. 35 Million to Kotak Mahindra Bank on behalf of its subsidiary for providing banking facilities. The above Investment in equity, loan extended and guarantees given are well within the limits prescribed under the provisions of Section 186 of the Companies Act, 2013.
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company, at its 33rd AGM held on August 9, 2018 had appointed M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors of the Company for a second and final term of 5 years from the Financial Year 2018-19 to 2022-23. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria as per Companies Act, 2013 and Code of ethics issued by the Institute of Chartered Accountants of India.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in respect of its activity are required to be audited. Your Board has, in its Meeting held on May 20, 2021, based on the recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Bengaluru as Cost Auditors of the Company for the Financial Year ended March 31, 2022.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Practising Company Secretary to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2022. The Report of the Secretarial Auditor is annexed in Annexure-B.
EXPLANATION BY BOARD ON ADVERSE COMMENTS BY AUDITORS
There were no adverse comments by the Auditors of the Company and hence, no explanations are provided.
CORPORATE GOVERNANCE
As required under Listing Regulations, certificates from Mr. Vijayakrishna KT, Practising Company Secretary, regarding
compliance with conditions of Corporate Governance as well as a confirmation [as required by Schedule V Part C (10) (i)] that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the SEBI/Ministry of Corporate Affairs or any such statutory authority are annexed as Annexure C.
Report on Corporate Governance is annexed as Annexure D.
As required by SEBI (LODR)(Amendment) Regulations, 2018, 'Annual Secretarial Compliance Report' issued by Mr. Vijayakrishna KT, Practising Company Secretary for the Financial Year ended March 31, 2022 will be filed with BSE within the due date of May 30, 2022.
Further, in compliance with the Listing Regulations, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines.
As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Audit of the Company and periodically reporting their findings on systems, procedures and management practices.
BUSINESS RESPONSIBILITY REPORT
From the year 2020-21 onwards, your Company is required to include Business Responsibility Report in the Annual Report describing the initiatives taken by the Company from environmental, social and governance perspective. The Business Responsibility Report is annexed as Annexure D.
INDUSTRIAL RELATIONS
Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets. The Company's three-year long-term agreement with the workmen expired on September 30, 2021 and it has been renewed with another three-year long-term agreement effective from October 01, 2021 to September 30, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
CONSERVATION OF ENERGY
Your Company's constant endeavor is to reduce the consumption of energy in all forms and at all levels, in the manufacturing facilities and in offices. Traditional lighting systems have been replaced with energy efficient lightings in all locations which has reduced the energy consumption.
Your Company gives highest priority to conservation of energy through better supervision and training of employees to reduce the usage of electricity. The Company is also exploring the procurement of green energy to meet the energy requirements of its factories and that of its subsidiary.
TECHNOLOGY ABSORPTION
Your Company has been continuously seeking and adapting new technology from Principals in order to develop skills locally and
meet specific needs of Indian and global customers. Personnel at all levels are routinely sent to Principal's factories and design offices abroad for training and updating their skills.
RESEARCH AND DEVELOPMENT
During the Financial Year, your Company has not spent any amount on Research and Development.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company has earned Rs. 497.1 Million of foreign exchange and expended Rs. 397.8 Million foreign exchange during the Financial Year under review.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company at https://www.disagroup.com/en-in/investor-relations/financial-reports/extract-of-annual-return.
MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF COMPANY
There were no orders passed by any Court or Regulator or Tribunal during the year under review which impacts the going concern status of the Company.
PARTICULARS OF EMPLOYEES
During the year, there were two employees receiving remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. The details are as under:
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Name of the employee
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Designation
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Remuneration Rs. Million
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Mr. Lokesh Saxena
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Managing Director
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15.2
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Mr. Amar Nath
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Chief Financial
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10.2
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Mohanty
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Officer
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the report and the accounts are being sent to the Members excluding the particulars of top ten employees. In terms of Section 136 of the Act, the particulars of top ten employees is open for electronic inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2021-22.
No of complaints received: NIL.
No of complaints disposed off: NIL.
ACKNOWLEDGEMENT
Your Directors place on record the appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, the Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances.
Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in the future also.
For and on behalf of the Board of Directors
Date: May 25, 2022 Deepa Hingorani
Place: Singapore Chairperson
DIN: 00206310
There were no employees posted and working in a country outside India, not being Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the details are not required to be circulated to the Members and also not required to be attached to this Annual Report.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure (Annexure E) forming part of this report. Further,
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