To
The Members,
Your directors have pleasure in presenting their 27thAnnual
Report on the business and operations of the company and the accounts for the financial
year ended March 31, 2025.
1. FINANCIAL RESULTS
The details regarding financial performance of the company for
financial year ended March 31, 2025 areas follows:

  

    
Particulars
    
Standalone (Rs. In Lacs)
  
  

    

    
CurrentFinancial Year (2025)
    
CurrentFinancial Year (2024)
  
  

    
Revenue from Operations
    
62093.15
    
100307.60
  
  

    
Other Income
    
889.66
    
526.17
  
  

    
Total Income
    
62982.80
    
100833.77
  
  

    
Profit/loss before Depreciation, Finance
    Costs, Exceptional items and Tax Expense
    
3519.57
    
5574.40
  
  

    
Less: Finance Costs
    
143.84
    
293.90
  
  

    
Profit/loss before Depreciation, Exceptional
    items and Tax Expense
    
3375.73
    
5280.50
  
  

    
Less: Depreciation/ Amortization/ Impairment
    
378.45
    
404.87
  
  

    
Add/(less): Exceptional items
    
Nil
    
Nil
  
  

    
Profit before Tax Expense
    
2997.28
    
4875.63
  
  

    
Profit before Tax Expense (% of revenue)
    
4.82%
    
4.86%
  
  

    
Less: Tax Expense (Current & Deferred)
    +Short/(Excess) provision of previous year written back
    
776.79
    
1244.03
  
  

    
Profit after tax
    
2220.49
    
3631.60
  
  

    
Profit after tax (% of revenue)
    
3.53%
    
3.60%
  
  

    
Other Comprehensive Income/loss
    
2.55
    
3.08
  
  

    
Total comprehensive Income for the year
    
2223.04
    
3634.68
  
  

    
Earnings per share (EPS)
    

    

  
  

    
Basic
    
14.33
    
23.43
  
  

    
Diluted
    
14.33
    
23.43
  

2. Overview of the company, analysis of financial results and
Performance Review
Your company is engaged in manufacturing and supply of Steel wires,
plastic pipes and plastic films which find its application in industries like oil &
gas, power, environment, civil, energy, automobile, infrastructure etc. All our
manufacturing divisions are situated in a single premise at Industrial Estate, Ratlam. We
are also engaged in power generation through 2 wind farms of 0.80 MW each in village
Okha-Madhi and Jodhpur in District Jamnagar. We have entered into PPA with Gujarat Urja
Vikas Nigam Limited for sale of electricity generated through these wind farms for a
period of 20 years. Both these wind farms were installed on turnkey basis by Eneron India
Pvt. Ltd. in the year 2006-07.
We have developed a brand name in the field of steel wire and plastic
industry having ISO 9001-2008 certification that highlights our capability and facilities
requisite for the development of the best-in-class PE Film, Plastic Films, Pond Lining
Film, HDPE Film, Cap Covers, Wires, and others.
During the year under review, the turnover of the company slightly
decreased from Rs. 100307.60 Lakhs to Rs. 62093.15 Lakhs. The turnover has decreased by
38.09% on YOY basis. The earning before tax, interest and depreciation (EBITDA) marginally
decreased from Rs. 5574.40 Lakhs to Rs. 3519.57 Lakhs, showing adownfall of 36.86% on YOY
basis. The finance cost was decreased from Rs. 293.09 Lakhs in previous year to Rs. 143.84
Lakhs in current year. The finance cost is decreased by 50.92%.
During the current financial year, the company has already achieved
good turnover and expects the same to be increased manifold.
Your Company has adequate production capacity to meet the increased
demand of the Customers. The Company has wide basket of products which caters to our
customers across the globe with presence in countries like Nepal, Oman, Doha, Muscat, Shri
Lanka etc. R&D Department of the Company looks after the innovation and also takes
into consideration the standards laid down under the ISO certification 9001:2015. At
Present there are only three suppliers who are dealing in Stranded Wires and we are an
approved supplier of various Government authorities like National Highway Authority in
India (NHAI), National Thermal Power Corporation Limited (NTPC), Delhi Metro Rail
Corporation Limited (DMRC), Public Works Department (PWD), Central Public Work Department
(CPWD), Railways, large public and private sector industries etc. Due to increased
overseas demand and technological advancement, the Company has wide opportunities to
expand its business operations and product base across the globe. The development of a
country's infrastructure is vital to the growth of its sectors and the overall
economy. There is an opportunity for DP Wires Limited to become more organized, through
steady growth and acquisitions. This would improve overall construction quality. Strong
population growth and a growing economy is fueling demand for infrastructure. The
government is looking to attract private companies to invest in infrastructure through
public-private partnership (PPPs). Growing recognition of “Vocal for local” in
global market, company sees many opportunities in renewable power in India. Our Company is
engaged in power generation for Gujarat UrjaVikas Nigam Limited. We have set up wind
energy based 2 wind farms of 0.80 MW each in village Okha - Madhi and Jodhpur in District
Jamnagar, Gujarat. These wind farms are connected by 33kV grid capacity Enercon Site,
sub-station at Bhogat.
3. State Of Company's Affairs
The present state of Company's affairs is progressive enough
viz-a-viz the industry and there is no other development which could result in an adverse
situation for the Company in the near future.
4. Change in nature of business
There was no change in nature of business of the company during the
year under review.
5. Annual Return
The Annual Return of the Company as on March 31, 2025in Form MGT - 7 in
accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company
athttps://dpwires.co.in/ news-update/
6. Reserves
The company has transferred an amount of Rs. 200.00Lakhto General
Reserve account.The closing balance of the retained earningsof your Company for FY2024-25,
after all appropriationsand adjustments, was Rs. 23,292.03 Lakh.
7. Dividend
The Board of Directors of your Company (“Board”),
afterconsidering the relevant circumstances holistically andkeeping in view the
Company's Dividend DistributionPolicy, has decided that it would be prudent not
torecommend any dividend for the year under review.
8. Dividend Distribution Policy
The Company has voluntarily formulated a dividend distributionpolicy
and the same is availableon your Company's website
athttps://www.dpwires.co.in/investors/policies-code-of-conduct/
9. Investor Education and Protection Fund
No amount is liable to be transferred to Investor Education And
Protection Fund (IEPF) during the financial year.
10. Status of Unpaid Dividend Account
The Board has reviewed the status of unpaid dividends, and in
accordance with Section 124 of the Companies Act, 2013, the total unpaid dividend amount
for the financial year 2022-2023 is Rs. 1,03,650/, and for the financial year 2021-2022 is
1 1,04,895/- as of December 09, 2023, and November 23, 2022, respectively.
These amounts have been transferred to the Unpaid Dividend Accounts maintained with ICICI
Bank and Axis Bank, respectively. A detailed statement of unpaid dividends, listing the
names, addresses, and respective amounts due to each shareholder, has been prepared and is
available on the company's website for public viewing.
Yearly amount of unpaid/unclaimed dividends remaining in the unpaid
account as of March 31, 2025, along with the associated shares that are subject to
transfer to the IEPF, including the deadlines for such transfer:

  

    
S. No. Date of declaration of Dividend
    
Number of Shareholders against whom is
    unpaid
    
Number of sharesagainst whom Dividend amount
    is unpaid
    
Amount Unpaid as on March 31,2025 (in^)
    
Due date of transfer of UnpaidAnd
    UnclaimedDividend to IEPF*
  
  

    
1. September 30, 2023
    
281
    
86374.83
    
Rs. 1,03,650/-
    
December 09, 2030
  
  

    
2. September 30, 2022
    
150
    
104895
    
Rs. 1,04,895/-
    
November 23, 2029
  

Shareholders are encouraged to claim their outstanding or
unclaimeddividends to prevent the transfer of such dividends and the related shares tothe
IEPF.
11. Details pertaining to shares in demat suspense account
The disclosure for shares in demat suspense account/unclaimed suspense
account as provided in Para F of Schedule V of the SEBI (LODR) Regulations, 2015 is as
follows:

  

    
S. No. Particulars
    
No of shareholders
    
Total no. shares
  
  

    
a. Aggregate number of shareholders and the
    outstanding shares in the suspense account lying at the beginning of the year;
    
1
    
14
  
  

    
b. Number of shareholders who approached
    listed entity for transfer of shares from suspense account during the year;
    
0
    
0
  
  

    
c. Number of shareholders to whom shares were
    transferred from suspense account during the year;
    
0
    
0
  
  

    
d. Aggregate number of shareholders and the
    outstanding shares in the suspense account lying at the end of the year;
    
1
    
14
  

The Board confirms that the voting rights on these shares shall remain
frozen till the rightful owner of such shares claims the shares.
12. Details relating to material variations
There was no material deviation/variation in use of proceeds of the
issue. The issue proceeds were utilized for working capital requirements of the company as
defined in objects of the issue.
13. Directors and Key Managerial Personnel
In compliance with the provisions of Section 149 & 152 read with
Schedule IV all the other applicable provisions of Companies Act, 2013 and Companies
(Appointment and Qualification of Directors) Rules, 2014 and SEBI (LODR) Regulations,
2015, the composition of board of directors of the company is as follows:

  

    
S. No. Name
    
DIN/PAN
    
Designation
  
  

    
1. Mr. Praveen Kataria
    
00088633
    
Managing Director
  
  

    
2. Mr. Arvind Kataria
    
00088771
    
Whole Time Director & CFO
  
  

    
3. Mr. Kanti Lal Kataria
    
00088599
    
Non-Executive Director
  
  

    
4. Ms. Suhani Kataria
    
09012104
    
Non-Executive Director
  
  

    
5. Mr. Anil Kumar Mehta
    
07657024
    
Independent Director
  
  

    
6. Ms. Madhubala Jain
    
07657026
    
Independent Director
  
  

    
7. Ms. Krutika Maheshwari
    
AVJPM3289R
    
Company Secretary and Compliance Officer
  

In accordance with the provisions of Section 152 of the Companies Act,
2013 and in terms of the Articles of Association of the Company Mr. Kanti Lal Kataria,
Director (DIN: 00088599)is liable to retire by rotation and being eligible, seeks
re-appointment at the ensuing Annual General Meeting. The Board of Directors recommends
his re-appointment. Mr. KantiLal Kataria is not disqualified under Section 164(2) of the
Companies Act, 2013.
Brief resume of director proposed to be reappointed, nature of
hisexperience in specific functions and area and number of public companies in which he
holds membership/chairmanship of Board and Committees, Shareholdings and inter-se
relationships with other directors as stipulated under Regulation 36(3) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 are provided in the ‘Annexure to the Notice of AGM' forming part of the
Annual Report.
Mr. Kanti Lal Kataria is not disqualified under Section 164 (2) of the
Companies Act, 2013.
14. Committees of Board and Number of Meetings of the Board
The Board currently has fourcommittees, namely, Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and
Stakeholders Relationship Committee. All the recommendations made by the Committees of
Board including the Audit Committee were accepted by the Board.
The Board met Seven times during the year under review. The maximum gap
between two Board meetings did not exceed 120 days. A detailed update on the Board, its
Committees, its composition, and terms of reference of various Board Committees, number of
board and committee meetings held and attendance of the directors at each meeting is
provided in the Report on Corporate Governance.
Date of board meeting
April 08, 2024
May 30, 2024
August 14, 2024
September 04, 2024
November 14, 2024
November 30, 2024
February 14, 2025
Attendance of directors:

  

    
Name of director
    
Number of BoardMeetings
  
  

    

    
Held
    
Attended
  
  

    
Kanti Lal Kataria
    
7
    
7
  
  

    
Praveen Kataria
    
7
    
7
  
  

    
Arvind Kataria
    
7
    
7
  
  

    
Suhani Kataria
    
7
    
6
  
  

    
Anil Kumar Mehta
    
7
    
6
  
  

    
Madhubala Jain
    
7
    
5
  

For more details with respect to the Directors, Board and Committee
meetings held during the year and attendance of these meetings, refer Corporate Governance
Report which forms part of Directors' Report.
15. Directors' Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your directors state that·
(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 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 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 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; and
(e) 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.
(f) the directors had laid down internal financial controls to be
followed by the company, which areadequate and are operating effectively.
(g) the directors have devised proper systems to ensure compliance
withthe provisions of all applicable laws, and such systems areadequate and operating
effectively.
16. Board's Evaluation
In compliances with the provisions of Section 134(3)(p) of the Act read
with Rule 8(4) of the Companies (Accounts) Rules, 2014, the board carried out annual
evaluation of its own performance, that of its Committees and individual directors.
The performance of board and its committees was evaluated by the board
after seeking input from all the directors on the basis of the criteria, such as
composition and structure of the Board, quality of deliberations, effectiveness of the
procedures adopted by the Board, participation at the Board and committee meetings,
governance reviews etc. Performance of individual directors was evaluated on the basis of
criteria like transparency, analytical abilities, qualifications, leadership qualities,
experience, participation in the long-term strategic planning and responsibilities
shouldered.
The Committees of the Board were assessed on the basis of degree of
fulfillment of key responsibilities, adequacy of committee, composition and effectiveness
of meetings. The Company has appointed Mr. Anil Kumar Mehta as chairman of the board. The
Chairman appointed for the Board meetings was also evaluated by all the Directors on the
basis of managing relations, leadership, competence and diligence.
The performance evaluation of Independent Directors was carried out by
the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairman appointed for the Board meeting and the Non-Independent Directors was carried
out by the Independent Directors who also reviewed the performance of the Board as a
whole. The Board of Directors expressed their satisfaction with the evaluation process.
17. Declaration by Independent Director(s) and re-appointment, if any
and meeting of independent directors
All the Independent Directors have submitted their disclosures to the
Board that they fulfill all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules.
A separate meeting of Independent Directors February 14, 2025which was
attended by all the Independent Directors, viz., Shri Anil Kumar Mehta and Smt. Madhubala
Jain.
18. Familiarization Programme for Independent Directors
Pursuant to the SEBI Listing Regulations, the Company has devised a
familiarizationprogramme for the Independent Directors, with a view to familiarize them
with their role, rights and responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company, etc. Through the
familiarizationprogramme, the Company apprises the independent directors about the
business model, corporate strategy, business plans and operations of the Company. These
directors are also informed about the financial performance, annual budgets, internal
control system, statutory compliances etc. They are also familiarized with Company's
vision, core values, ethics and corporate governance practices. At the time of appointment
of independent director, a formal letter of appointment is given to them, which explains
their role, responsibility and rights in the Company. Subsequently they are apprised of
the Company's policies on CSR, nomination and remuneration, plant safety, HR,
succession policy for directors and senior management. They are updated with global
business scenario, marketing strategies, legislative changes etc. Factory visits are
arranged to apprise them of various operational and safety aspects of the plants to get
complete understanding of the activities of the Company. Details of
familiarizationprogramme of Independent Directors are available on the website of the
Company under Investors section at https://dpwires.co.in/policy/
Statement regarding opinion of the Board with regard to integrity,
expertise and experience (including the proficiency) of the Independent Directors
appointed during the year
The Board of Directors reviewed the declarations as mentioned in point
no. 17 and have positive outlook towards the integrity and expertise of the Independent
Directors. Pursuant to provisions of Companies (Appointment and Qualifications of
Directors) Rules, 2014, the Independent directors are exempt from the requirement to
undertake online proficiency self-assessment test conducted by Indian Institute of
Corporate Affairs (IICA), Manesar.
19. Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted the Nomination and Remuneration Policy for selection,
appointment and removal of directors, senior management, key managerial personnel (KMP)
including their remuneration. The Board recognizes that various Committees of the Board
have very important role to play to ensure highest standards of corporate governance. The
Chairman of the Board and other directors form broad policies and ensure their
implementation in the best interests of the Company. The criteria for selection of
directors, senior management and KMP are mainly qualifications, experience, expertise,
integrity, independence of the directors, etc. The remuneration to nonexecutive directors
consists of sitting fees for attending Board/Committee meetingsand other reimbursements.
All the nonexecutive, non-promoter directors are paidsitting fee on uniform basis. The
Independent directors are not entitled to any stock options under the Stock Option Plans
of the Company. The remuneration to the Managing Director and other Executive Directors
consists of monthly salary, allowances, perquisites, commission and other retirement
benefits. The remuneration payable to them is as per approval of the members of the
Company. The overall managerial remuneration payable to them shall not exceed 10% of the
net profits of the Company. In respect of senior management, the remuneration is based on
their performance, Company's performance, individual targets achieved, industry
benchmark and compensation trends in the industry. Their remuneration consists of monthly
salary, bonus, perquisites, KPI and other retirement benefits. The Nomination and
Remuneration Policy is available on the website of the Company under Investors section at
https://dpwires.co.in/policy/
20. List of core skills/expertise/competencies
As the company is involved in the manufacturing of Steel wires, plastic
pipes and plastic films, the basic skill required in directors is that of technical
expertise to monitor the manufacturing operations properly. Further the directors must
possess excellence in financial and communication skills. The directors must have very
good liasioning abilities. All the executive directors of the company possess all of the
above expertise. Our Managing Director Mr. Praveen Kataria is technical expert
having vast experience of 29 years in the field. Mr. Arvind Kataria,
Whole time director and CFO is an expert in financial matters as well as an ardent
communicator. Further our non-executive director Mr. Kantilal Kataria with a vast
experience of 49years is an asset for the company. The company was able to make remarkable
progress under his able guidance. Ms. Suhani Kataria is an Engineering Graduate and young
and dynamic personality. Shecontributed towards technological advancement of the Company
and the upgradation and improvement in manufacturing processes.
21. Particulars of loans, guarantees or investments under section 186
Details of Loans, investment, guarantee and security given during the
year is as per Note 7 of the Financial Statements attached.
22. Related Party Transaction
All related party transactions entered into during the year were on
arm's length basis and were in the ordinary course of All related party transactions
entered into during the year were on arm's length basis and were in the ordinary
course of business. Details of all material related party transactions made by the Company
with promoters, directors, key managerial personnel or other designated persons are
attached in Form AOC-2 attached as Annexure I. Prior omnibus approval of the Audit
Committee is obtained for related party transactions which are repetitive in nature and in
case such transactions exceed the limits approved through the omnibus approval, the
transactions are subsequently ratified. The transactions entered into pursuant to the
omnibus approval so granted are reviewed on a quarterly basis by the Audit Committee.
Prior approval of shareholders for material related party transactions in terms of 2 (1)
(zc) and Rule 23 (4) of SEBI (LODR) was obtained at the Extra Ordinary General Meeting
held on May 02, 2024. Detailed disclosure on related party transactions as per Ind AS-24
containing name of the related party and details of the transactions entered with such
related party have been provided under Notes to financial statements. Disclosure on
related party transactions on half yearly basis is also submitted to the stock exchange.
The policy on related party transactions as approved by the Board is available on the
website of the Company under Investors section athttps://dpwires.co.in/policy/
23. Commission from holding or subsidiary company
As the company is not having any holding or subsidiary company,
disclosure in accordance with the provisions of Section 197 (14) regarding receipt of
commission by managing or whole-time director of the company from holding or subsidiary of
the company is not applicable.
24. Particulars of employee and related disclosures
The ratio of remuneration of each Director to the median of
employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of the Board's Report under Annexure - II.
None of the employees including managerial personnel draws in excess of
the limits prescribedunder 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 which needs to be disclosed in the Directors' report.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, list of the top 10 employees in terms of remuneration forms part
of the Board's Report under Annexure-III.
25. Corporate Social Responsibility (CSR)
The Company incurred CSR Expenditure of Rs. 95.23 Lakh. The CSR
initiatives of the Company were under the area of distribution of food and items of basic
necessities, eradication of hunger and poverty, health & hygiene, education, animal
protection, promotion of culture and religion etc. The CSR Policy of the Company is
available on the website of the Company athttps:// dpwires.co.in/policy/.
The details about CSR spending of the Company are updated in the annual
report of the Company's CSR activities for the financial year ended March 31, 2025.
The Company's CSR Policy statement and annual report on the CSR activities undertaken
during the financial year endedMarch 31, 2025, in accordance with Section 135 of the Act
and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure
IV to this report.
26. Corporate Governance Report
In compliance with Regulation 34 of the Listing Regulations,a separate
report on Corporate Governance along witha certificate from a Company Secretary in Whole
Time Practice on its compliance is attached at Annexure V and forms part of this Annual
Report.
27. Material changes and commitmentsaffecting the financial position of
the company
There were no material changes and commitment affecting the financial
position of the Company which occurred between the end of the financial year of the
Company and date of the Report.
28. Compliance of Secretarial Standard and applicable laws
The Company has complied with all the applicable Secretarial Standards
and laws during the year.
29. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo in terms of Section 134 (3) (m) read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014 are given in Annexure VI whichis part of this Report.
30. Details of Subsidiary/Joint Ventures/Associate Companies
As the company is not having any subsidiary/joint venture/associate
companies, the details in terms of Section 134 (3) (q) read with Rule 8 (5) (iv) of the
Companies (Accounts) Rules, 2014 are nil.
31. SEBI Complaints Redressal System (SCORES)
The investor complaints are processed in a centralized web-based
complaints redressal system. The salient features of this system are centralized database
of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 2024-25.
32. Deposits
There were no outstanding deposits within the meaningof Sections 73 and
74 of the Act read with rules made thereunder at the end of FY24 or the previous financial
years. Your Company did not accept any deposit duringthe year under review.
33. Significant and material orders passed by the regulators or courts
There were no outstanding deposits within the meaningof Sections 73 and
74 of the Act read with rules made thereunder at the end of financial year 2024 - 2025 or
the previous financial years. Your Company did not accept any deposit duringthe year under
review.
34. Adequacy of internal financial controls
Your Company has put in place adequate internal financial controls with
reference to the financial statements, some of which are outlined below:
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that
continue to apply under Section 133 and other applicable provisions, if any, of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant
provisions of the Companies Act, 1956, to the extent applicable.
Marinating a system of strict internal control, including suitable
monitoring procedures, your company has always believed that transparency, systems and
controls are important factors in the success and growth of any organization.
The Company has an adequate system of internal control and systems are
established to ensure that financial and other records are reliable for preparing
financial statements.
Internal Audit Reports and significant audit observations, if any, are
brought to the attention of the Audit Committee of the company. The internal controls
existing in the Company are considered to be adequate vis-a-vis the business requirements.
Your Company ensures adequacy with its current size and business, to
ensure operational efficiency, protection and conservation of resources, accuracy and
promptness in financial reporting and compliance of laws and regulations. It is supported
by the internal audit process and will be enlarged to be adequate with the growth in the
business activity.
35. Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company hasappointed M/s
SachinMoonat& Associates, Chartered Accountant, Ratlamas internal auditor of the
company. The purpose of internal audit is to examine that the company is carrying out its
operations effectively and performing the processes, procedures and functions as per the
prescribed norms. The internal auditorsreviewthe adequacy and efficiency of the key
internal controls guided by the Audit Committee.
36. Explanation or comments on Auditor's Report
Auditor's report being self-explanatory, no comments are required
to be given in terms of Section 134 (3) (f) (i) except for one observation regarding
discrepancy in quarterly returns or statements filed by thecompany with banks or financial
institutions and the books ofaccount of the Company. The Board clarifies that the
discrepancy was on account of non-inclusion of certainitems of inventorywhile furnishing
thestatement to the Bank and some clerical error.
37. Secretarial Audit
Pursuant the provision of the Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial personal)
Rules, 2014, the board appointed CS ShwetaGarg, Practicing Company Secretary, Indore to
conduct Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial
Audit report in Form MR-3 is attached as Annexure VII and forms part of this report. The
Secretarial Audit Report is self-explanatory and no comments are required to be given on
the sameexcept observation regarding (i) delay in approval of members for material related
party transaction, (ii) noncompliance with the provisions of Section 185 in respect of
Loans given to certain entities, (iii) non-filing of
Annual return to District Officer in compliance with the provisions of
Prevention of Sexual Harassment of Women at Workplace Act (POSH) Ac. In this regard, the
Board would like to clarify that the company had initiated a timely action for getting the
approval of the members and approval was obtained at the EOGM held on May 02, 2024.
Regarding compliance with Section 185, the Board would like to submit that the default
occurred on account of matter of interpretation of provisions of Section 185 wherein the
management treated LLP as Body corporate and the amount outstanding towards DP Plastics
was not in the nature of Loan, it was an advance given for supply of material. Regarding
compliance with POSH Act, due to foresight, the annual return under POSH Act could not be
submitted within due date but it will be filed now. Further, the Board would like to bring
it to your kind attention that Company follows a policy of equal inclusion of both of the
genders and also provide a safe and congenial working environment for women. The HR head
and the Board members were always available with an open ear and a complacent heart for
any type of complaints by women regarding any type of sexual harassment.
38. Cost Audit
The Board had appointed M/s M. PTurakhia& Associates, Cost
Accountants (Firm Registration No.:000417), as Cost Auditor for conducting audit of cost
records of the Company for the Financial Year 2024-25.
As the Cost Audit Report is under preparation, Board cannot comment
about observation of the Cost auditors.
39. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year 2024-25, as
stipulated under Regulation 34(2)(e) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure
Vlllforming part of this Board's Report, and gives detail of overall industry
structure, developments, performance and state of affairs of the Company's operations
during the year.
40. Risk Management Policy
The risk management framework of the company defines roles and
responsibilities for arriving at risk rating criteria for assessing risk impact,
likelihood of risks and effectiveness of mitigation plans. The process includes
identification of risks involved in various areas, zeroing on ‘risk that
matter', assessing mitigation plan and preparedness to face ‘risk that
matter.' The Company has developed and implemented a risk management policy which
identifies major risks which may threaten the existence of the Company. The same has also
been adopted by your Board and is also subject to review from time to time. Risk
mitigation process and measures have been also formulated and clearly spelled out in the
said policy.
41. Disclosure in respect of loan to employees for purchase of own
shares
The company has not given any loan to any of the employees for
purchasing its shares.
42. Disclosure under Sexual Harassment of Women at Workplace
(Prevention. Prohibition &Redressal), Act, 2013
The Company has zero tolerance for sexual harassment at workplace and
follows the in-principal approach towards prevention, prohibition and redressal of sexual
harassment of women at workplace. The Company has incorporated strong internal system to
ensure healthy working environment without fear of prejudice, gender bias and sexual
harassment. However, the Company has not yet adopted a Sexual Harassment Policy for women
and yet to constitute the Internal Complaints Committee (ICC). The statement regarding no.
of complaints is as follows:
a Number of complaints of Sexual Harassment received in the Year Nil b
Number of Complaints disposed off during the year Nil
c Number of cases pending for more than ninety days Nil
The Board states that there were no cases or complaints filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 during the year.
43. Disclosure under Maternity Benefit Act. 1961
As per the requirement of Maternity Benefit Act, 1961 and Rule
8(5)(xiii) of Companies (Account) Rules, 2014 made there under, the Company affirms that
it has duly complied with all provisions of the Act and has extended all statutory
benefits to eligible women employees during the year.
44. Reporting of fraud by statutory auditors
There was no fraud in the Company, which was required to be reported by
statutory auditors of the Company under sub- section (12) of section 143 of Companies Act,
2013 during the financial year.
45. Issue of Equity shares with differential voting rights
The Company has not issued equity shares with differential rights as to
dividend, voting or otherwise;
46. Issue of Sweat Equity. ESOP etc.
The company has not issued Sweat Equity Shares or Shares to its
employees under “Employee Stock Option Scheme” during the financial year.
47. Details of application under IBC
No application has been made under the Insolvency andBankruptcy Code;
hence the requirement to disclose thedetails of application made or any proceeding
pendingunder the Insolvency and Bankruptcy Code, 2016 is not applicable;
48. Difference in valuation
The Company has not entered into any one time settlement with banks or
financial institutions and hence the disclosure regarding difference in valuation at time
of One Time Settlement and while taking loan from the Banks or Financial Institutions is
not applicable.
49. Changes in Share Capital
During the Financial Year 2024 - 25, there was no change in the share
capital of the company. aid up bonus shares in the ratio of 1 : 7 to the shareholders of
the Company.
50. Auditors
The Auditors, M/s Dilip K. Neema and Associates, Chartered Accountants,
Indore, were appointed as statutory auditors for a period of 5 years from the conclusion
of 26thAnnual General Meeting till the conclusion of 31stAnnual
General Meeting. The auditors have given a declaration to the company to the effect that
the auditor/firm is not disqualified to continue as auditor in terms of the provisions of
Section 141 of the Companies Act, 2013 read with Rule 4 and Rule 10 of the Companies
(Audit & Auditors) Rules, 2013.
51. Insurance
All the properties and operations of the Company, to its best judgment
have been adequately insured.
52. Vigil Mechanism
Your Company has adopted a whistle blower policy and has established
the necessary vigil mechanism for directors and employees in confirmation with Section 177
of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the
genuine concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards
against victimization of whistle blowers who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company at
https://dpwires.co.in/policy/
During the year under review, your Company did not receive any whistle
blower complaints.
No person has been denied access to the Chairman of the Audit
Committee. The said policy is uploaded on the website of your Company at
https://dpwires.co.in/policy/
During the year under review, your Company did not receive any whistle
blower complaints.
53. Investor Services
The shares of the Company are listed on National Stock Exchange of
India Limited (NSE) and Bombay Stock Exchange (BSE). The company has paid listing fees to
the Stock Exchange on time. Bigshare Services Private Limited, Mumbai is the Registrar
& Transfer Agents (RTA) in respect of the equity shares.
54. Acknowledgements
Your Directors convey a sense of high appreciations to all the
employees of the company for their hard work, dedication, continued commitment and
significant contributions. Your Directors are grateful toacknowledge the support and
cooperation's received from various departments of the Central and State Governments,
members, business associates, analysts, banks, financial institutions, customers,
distributors and suppliers and all the stakeholders.
Cautionary Statement
Statements in the Director's Report and the Management Discussion
and Analysis describing the Company's objectives, expectations or predictions, may be
forward looking within the meaning of applicable securities laws and regulations. Actual
results may differ materially from those expressed in the statement. Important factors
that could influence the Company's operations include: global and domestic demand and
supply conditions, availability of critical materials and their cost, changes in
government policies and tax laws, economic development of the country, and other factors
which are material to the business operations of the Company.