D P Wires Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2023

The directors have pleasure in presenting their 25th Annual Report on the business and operations of the company and the accounts for the financial year ended March 31, 2023.

1. Financial Results:

The details regarding financial performance of the company for financial year ended March 31, 2023 are as follows:

	Standalone (Rs. In Lacs)
Particulars	Current Financial	Previous Financial
	Year(2023)	Year(2022)
Revenue from Operations	121531.37	61323.70
Other Income	599.58	273.60
Total Income	122130.95	61597.30
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	6080.59	4340.20
Less: Finance Costs	201.29	212.51
Profit/loss before Depreciation, Exceptional items and Tax Expense	5879.30	4127.69
Less: Depreciation/ Amortization/ Impairment	346.73	247.03
Add/(less): Exceptional items	Nil	Nil
Profit before Tax Expense	5532.57	3880.66
Profit before Tax Expense (% of revenue)	4.55%	6.33%
Less: Tax Expense (Current & Deferred) Short/( Excess) provision of previous year written back	1431.15	975.34
Profit after tax	4101.42	2905.32
Profit after tax (% of revenue)	3.37%	4.74%
Other Comprehensive Income/loss	2.79	7.04
Total comprehensive Income for the year	4104.22	2912.36
Earnings per share (EPS)
Basic	30.23	21.46
Diluted	30.23	21.46

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 90012008 certification that highlights our capability and facilities requisite for the development of the best-inclass PE Film, Plastic Films, Pond Lining Film, HDPE Film, Cap Covers, Wires, and others.

During the year under review, the turnover of the company increased from Rs. 61323.70 Lakhs to Rs. 121531.37 Lakhs. The turnover has increased by 98.18% on YOY basis. The earning before tax, interest and depreciation (EBITDA) also increased from Rs.

4340.20 Lakhs to Rs. 6080.59 Lakhs, showing an increment of 40.09% on YOY basis. It is pertinent to note that the finance cost was decreased from Rs. 212.51 Lakhs in previous year to Rs. 201.29 Lakhs in current year. The finance cost is decreased by 5.27%. The profit after tax increased from Rs. 2912.36 Lakhs in previous year to Rs. 4104.21 Lakhs in the current year. The profit after tax increased by 40.92%.

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, Shrilanka 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 NationalHighwayAuthorityin 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 Urja Vikas 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, 2023 in 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 at https://dpwires.co.in/ news-update/

6. Reserves

The amount of surplus of Rs. 4101.42 Lakh of Profit and Loss account has been transferred to Reserve and Surplus account in the Balance Sheet. The company has transferred an amount of Rs. 200.00 Lakh to General Reserve account. Final amount of reserve and surplus account as on March 31, 2023 is Rs. 17790.38 Lakh including General Reserve of Rs. 1050.00 Lakh and Securities Premium of Rs. 2919.00 Lakh.

7. Dividend

Your Directors are pleased to recommend a final dividend of Rs. 1.2/- per shar (at the rate of 12% of nominal face value of Rs. 10/- each), on the equity shares of the Company for the year ended March 31, 2023. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting. The Dividend will be paid to members whose names appear in the register of members as on Friday, September 22, 2023 and in respect of shares held in dematerialized form, it will be paid to the members whose names are furnished by NSDL and CDSL as beneficial owners as on that date.

8. Transfer of amount to Investor Education and Protection Fund

There was no amount which was required to be transferred to Investor Education and Protection Fund.

9. Details pertaining to shares in demat suspense account

There are no shares in demat suspense account/ unclaimed suspense account as provided in Para F of Schedule V of the Listing Regulations, 2015.

10. 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.

11. 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

S. No.	Date of board meeting	S. No.	Date of board meeting
1.	April 09, 2022	7.	September 05, 2022
2.	May 23, 2022	8.	November 08, 2022
3.	June 13, 2022	9.	December 21, 2022
4.	July 09, 2022	10.	December 30, 2022
5.	July 21, 2022	11.	February 01, 2023
6.	August 23, 2022
Attendance of directors:
S. No.	Name of director	Number of Board Meetings
		Held		Attended
1.	Kanti Lal Kataria	11		11
2.	Praveen Kataria	11		11
3.	Arvind Kataria	11		11
4.	Suhani Kataria	11		08
5.	Anil Kumar Mehta	11		09
6.	Madhubala Jain	11		09

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Suhani Kataria (Managing Director) (DIN: 09012104) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing Annual General Meeting. The Board of Directors recommends her re-appointment. Ms. Suhani Kataria is not disqualified under Section 164 (2) of the Companies Act, 2013.

Brief resume of director proposed to be reappointed, nature of her experience in specific functions and area and number of public companies in which she 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. Praveen Kataria (Managing Director) (DIN: 00088633) was appointed as Managing Director for a term of five years effective from April 10, 2017. His term as Managing Director was to end on April 10, 2022. Based on the recommendation of the nomination and remuneration committee and considering his knowledge in various aspects relating to the Company''s affairs and long business experience, the Board, at its meeting held on April 09, 2022, approved the reappointment of Mr. Praveen Kataria as Managing Director of the Company with effect from April 10, 2022. Further, the members vide ordinary resolution passed at the Extra Ordinary General Meeting held on May 10, 2022 approved the Re-appointment of Mr. Praveen Kataria, (DIN: 00088633) as Managing Director of the Company for a second term of five consecutive years. The office of Mr. Praveen Kataria is liable to retire by rotation.

Mr. Anil Kumar Mehta (DIN: 07657024) and Ms. Madhubala Jain (DIN: 07657026) were appointed as independent directors for a term of five years effective from March 21, 2017. Their office as Independent Director came to end on March 21, 2022. Based on the recommendation of the nomination and remuneration committee and after taking into account the performance evaluation of retiring directors and their knowledge, acumen, expertise, experience and the substantial contribution to the Board, the Board, at its meeting held on April 09, 2022, approved the reappointment of retiring directors as Independent Directors of the Company with effect from March 21, 2022. Further, the members vide Special Resolution passed at the Extra Ordinary General Meeting held on May 10, 2022 approved the Re-appointment of both of the retiring directors as Independent Directors of the Company for a second term of five consecutive years. The office of Independent Directors shall not be liable to retire by rotation.

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

12. Committees of Board and Number of Meetings of the Board

The Board currently has four committees, 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 Eleven 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.

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.

13. 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 are adequate and are operating effectively.

(g) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and such systems are adequate and operating effectively.

14. 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.

15. Declaration by Independent Director(s) and reappointment, 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.

Mr. Anil Kumar Mehta and Ms. Madhubala Jain were reappointed as Independent Director vide Special Resolution passed the Extra Ordinary General Meeting held on May 10, 2022 for a period of 5 years from March 21, 2022.

A separate meeting of Independent Directors April 09, 2022 which was attended by all the Independent Directors, viz., Shri Anil Kumar Mehta and Smt. Madhubala Jain.

16. Familiarization Programme for Independent Directors

Pursuant to the SEBI Listing Regulations, the Company has devised a familiarization programme 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 familiarization programme, 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 familiarization programme 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. 15 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 selfassessment test conducted by Indian Institute of Corporate Affairs (IICA), Manesar.

17. 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 non-executive directors consists of sitting fees for attending Board/Committee meetings and other reimbursements. All the non-executive, non-promoter directors are paid sitting 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/

18. 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 27 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 47 years 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. She contributed towards technological advancement of the Company and the upgradation and improvement in manufacturing processes.

19. Particulars of loans, guarantees or investments under section 186

The company has not granted any loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

20. 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 business. Details of 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. 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 at https:// dpwires.co.in/policy/

21. 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.

22. 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 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 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.

23. Corporate Social Responsibility (CSR)

Company incurred CSR Expenditure of Rs. 62,31,500/-(Rupees Sixty-Two Lakh Thirty One Thousand Five Hundred Only) against its liability of Rs. 62,24,312/-(Rs. Sixty Two Lakh Twenty Four Thousand Three Hundred and Twelve Only). 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 at https://dpwires.co.in/policy/ .

Ministry of Corporate Affairs vide its Notification(s) dated September 20, 2022, notified the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2022, which, inter alia, provide for the revised format of annual report for publishing the CSR activities undertaken during the financial year ended March 31, 2023. 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, 2023. The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended March 31, 2023, 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.

24. Corporate Governance Report

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from a Company Secretary in Whole Time Practice on its compliance is attached at Annexure V and forms part of this Annual Report.

25. Material changes and commitments affecting the financial position of the company

Following material changes have taken place after closure of financial year and before date of signing of board''s report:

1. Mr. Kanti Lal Kataria (DIN 00088599), who attained an age of 75 years, was continued as Non-Executive Non-Independent Director vide Special Resolution passed at the Extraordinary General Meeting held on May 06, 2023.

2. The shares of the Company are listed on Bombay Stock Exchange (BSE) w. e. f. August 28, 2023.

There were no other 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.

26. Compliance of Secretarial Standard and applicable laws

The Company has complied with all the applicable Secretarial Standards and laws during the year.

27. 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 which is part of this Report.

28. 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.

29. 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 2022-23.

30. Deposits

The company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

31. Significant and material orders passed by the regulators or courts

No significant or material orders are passed during the financial year by the regulators or courts or tribunals which might impact the going concern status and company''s operation in future.

32. 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.

A system of strict internal control, including suitable monitoring procedures 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 supported by an extensive programme 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.

33. 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 has appointed M/s Sachin Moonat & Associates, Chartered Accountant, Ratlam as 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 auditors review the adequacy and efficiency of the key internal controls guided by the

Audit Committee.

34. 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).

35. 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 Shweta Garg, Practicing Company Secretary, Indore to conduct Secretarial Audit of the Company for the financial year 2022 - 2023. 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 same except an observation regarding related party transaction. In this regard, the Board clarifies that the lapse was a bona fide mistake and for current financial year the Board has already proposed to take approval of the members at the ensuing Annual General Meeting for all material related party transactions.

36. Cost Audit

The Board had appointed M/s M. P. Turakhia & Associates, Cost Accountants (Firm Registration No. : 000417), as Cost Auditor for conducting audit of cost records of the Company for the Financial Year 2022 -23.

As the Cost Audit Report is under preparation, Board cannot comment about observation of the Cost auditors.

37. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year 2022-23, 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 VIII forming 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.

38. 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 hasdeveloped 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 its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

39. 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.

40. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal), Act, 2013

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment.

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.

41. 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.

42. Issue of Equity shares with differential voting rights

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

43. 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.

44. Details of application under IBC

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 is not applicable;

45. Difference in valuation

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

46. Changes in Share Capital

During the Financial Year 2022 - 23, there was no

change in the share capital of the company.

47. Auditors

The Auditors, M/s Anil Kamal Garg & Company, Chartered Accountants, Indore, were appointed as statutory auditors for a period of 5 years from the conclusion of 21st Annual General Meeting till the conclusion of 26th Annual 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.

48. Insurance

All the properties and operations of the Company, to its best judgment have been adequately insured.

49. 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 are the Registrar & Transfer Agents (RTA) in respect of the equity shares.

50. 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 to acknowledge 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.

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 theCompany''soperationsinclude:globalanddomestic 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.

---

Mar 31, 2018

To,

The Members,

The directors have pleasure in presenting their 20^thAnnual Report on the business and operations of the company and the accounts for the financial year ended March 31, 2018.

l.Financial Results :

The details regarding financial performance of the company for financial year ended 31^st March, 2018 are as follows:

	Standalone (Rs. In Lacs)
Particulars	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	20719.56	19537.93
Other Income	111.75	145.26
Total Income	20831.30	19683.20
Total Expenditure	19337.30	18980.26
Extraordinary/Exceptional Items	-0.76	0.75
Profit Before Tax (‘PBT’)	1493.23	703.69
Provision for Income Tax(including Deferred taxes)	510.00	217.00
Profit After Income Tax	982.61	502.27
Surplus Brought Forward from Previous Year	1899.90	1397.63
Less : Amount utilized for Bonus Shares	748.80	-
Amount Available for Appropriations	2133.71	1899.90
Proposed Dividend	Nil	Nil
Earnings Per Share (Amount in Rs.) (As per BS)	Rs. 8.28	Rs. 5.03

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 UrjaVikas 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 renowned name in the field of steel wire and plastic industry having ISO 9001-2008certification 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 increased from 19537.93 Lakhs to Rs. 20719.56 Lakhs. The turnover has increased by 6% on YOY basis. The earning before tax, interest and depreciation (EBITDA) also increased from Rs. 1056.84 Lakhs to Rs. 1653.61 Lakhs, showing a tremendous growth of 56.47% on YOY basis. Profit after tax is also increased from Rs. 502.27 Lakhs in previous year to Rs. 982.61 Lakhs in the current year. The profit after tax also showed an increase of 95.64%.

During the current financial year, the company has already achieved good turnover and expects the same to be increase by 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, Uganda, Shrilanka Kenya, Nigeria etc. R&D Department of the Company looks after the innovation and also take 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 vide 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 organic 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 “Made in India brand” in global market, company sees many opportunities in renewable power in India. Our Company is engaged in power generation for Gujarat Urja Vikas 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. Our Company is planning to install Windmill with a capacity of 1MW in (Solar) Power Energy.

3. Change in nature of business:

There was no change in nature of business of the company during the year under review.

4. Extract of Annual Return:

Pursuant to the provisions of Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is attached herewith as Annexure I and forms part of this report.

5. Reserves

The amount of surplus of Rs. 9,82,61,309/- (Rupees Nine Crores Eighty Two Lakhs Sixty One Thousand Three Hundred and Nine Only) of Profit and Loss account has been transferred to Reserve and Surplus account in the Balance Sheet. Surplus of Rs. 7,48,80,000/- was utilized towards issue of bonus shares during the year.Further an amount of Rs. 23,29,60,000/-received as securities premium was added to reserve and surplus account. Final amount of reserve and surplus account as on 31.03.2018 is Rs. 51,02,71,447/- including general reserve of Rs. 50,00,000/- and Securities Premium Account of Rs. 29,19,60,000/-.

6. Dividend

In order to plough back the profits for the activities of the company, your directors do not recommend any dividend for the financial year.

7. Initial Public Offer

1. The Company came out with an Initial Public Offer comprising of 35,84,000 equity shares of Rs. 10/- each at a premium of Rs. 65/- per share on. The offer was open from 21.09.2017 to 26.09.2017. The company received tremendous response from the investors and the issue got oversubscribed by 2.274 times.

2. The company allotted 35,84,000 equity shares of Rs. 10/- each to the selected applicants vide resolution passed by circulation by the board on 29.09.2017.

3. The company received trading approval for 35,84,000Equity Shares of the company on EMERGE, the SME platform of NSE Limited with effect from 05.10.2017 having symbol “DP WIRE”.

4. The company confirms that the annual listing fee payable to NSE Limited has been duly paid.

8. 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. KantiLalKataria	00088599	Director
2.	Mr. PraveenKataria	00088633	Managing Director
3.	Mr. Hemant Kataria	00088833	Whole Time Director& CFO
5.	Mr. Anil Kumar Mehta	07657024	Director
6.	Ms. Madhubala Jain	07657026	Director
7.	Ms. Krutika Maheshwari	AVJPM3289R	Company Secretary and Compliance Officer

During the year following changes have occurred in directors and key managerial personnel.

1. Mr. Hemant Kataria was appointed as Chief Financial Officer (CFO) of the company w. e. f. 10.04.2017.

2. Mr. Praveen Kataria having DIN 00088633 was appointed as Managing Director (MD) of the company w. e. f. 11.04.2017.

3.Mr. Hemant Kataria having DIN 00088833 was reappointed as Whole Time Director of the company vide resolution passed at the Extra Ordinary General Meeting held on 15.06.2017.

5. CS Jaidev Nagar was appointed as Whole-time Company Secretary (CS) and Compliance Officer of the company w. e. f. 17.05.17.

6. CS Jaidev Nagar has resigned from the post of Company Secretary and compliance officer w. e. f. 07.12.2017.

7. CS Krutika Maheshwari is appointed as Company Secretary & Compliance Officer of the company at the board meeting held on 20.12.2017.

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. Praveen Kataria(Managing Director) (DIN: 00088633) 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. Praveen Kataria is not disqualified under Section 164(2) of the Companies Act, 2013.

Brief resume of the Director proposed to be reappointed, nature of his experience 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.

9. Meetings of the Board of directors:

The directors of the company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view on company’s policies and strategies apart from the board matters. The notices of the meetings are given well in advance to all the directors of the company. Additional meetings were held depending upon the requirements of the company. During the year under review the board met 9 times and dates of board meetings are as follows:

S No.	Date of board meeting
1.	10th April, 2017
2.	12th April, 2017
3.	9th May, 2017
3.	17th May, 2017
4.	13th June, 2017
5.	16th June, 2017
6.	17thAugust, 2017
7.	20th December, 2017
8.	15th February, 2018
9.	28th March, 2018

Attendance of directors :

S. No.	Name of director	Number of board meetings
		Held	Attended
1.	KantiLal Kataria	9	9
2.	Praveen Kataria	9	9
3.	Hemant Kataria	9	9
4.	Anil Kumar Mehta	9	4
5.	Madhubala Jain	9	4

10. 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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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

11. 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.

12. Particulars of loans, guarantees or investments under section 186

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder are shown under Note No. 11&15 in the notes to the Financial Statements.

13. Related Party Transaction:

All related party transactions entered into by the company during the year were on an arm’s length basis and in the ordinary course of business. During the year no transaction was entered into by the company with key managerial personnel. The company did not enter into any related party transactions which were in conflict with its interest. Statement of transaction with related parties in summary form are periodically placed before the audit committee and are approved by committee, in compliance with Section134(3)(h) of the Act and rule 8(2) of companies (Accounts ) Rules, 2014, particulars of Related Party transactions are given form of AOC-2 as Annexure IIto this report.

14. Commission from holding or subsidiary company:

As the company is not having any holding or subsidiary company, details as required regarding receipt of commission by Managing or whole time director of the company from holding or subsidiary of the company in accordance with the provisions of Section 197 (14) are not applicable.

15. 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 - III” as Median Remuneration.

The company was not having any employee, who was in receipt of remuneration as specified under Rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence the details as required under that rule are not applicable on the company.

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, the list of the top 10 employees in terms of remuneration forms part of the Board’s Report under “Annexure-IV’’

16. Audit Committee

The company constituted an Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 at the board meeting held on 17.05.2017.

The terms of reference of Audit Committee covers the matters specified for Audit Committee in Section 177 of the Companies Act, 2013 read with Rule No. 6 of the Companies (Meetings of Board and its Power) Rules, 2014. The Role of the Audit Committee is as prescribed under Section 177 of the Companies Act, 2013.

The chairman of the Audit Committee is Mr. Anil Kumar Mehta. During the year 2017-18, three Audit Committee meeting were held on 16^th June, 2017, 15^th February, 2018 and 28^th March, 2018.

The composition of the Audit Committee and number of meetings attended by the members are given below:

Name of director	Position held	No. of meetings attended
Mr. Anil Kumar Mehta	Chairman	3
Ms. Madhubala Jain	Member	3
Mr. Praveen Kataria	Member	3

17. Nomination and Remuneration Committee

The company constituted and Nomination & Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 at the board meeting held on 17.05.2017. The details of members and meetings of the Nomination and Remuneration committee are as follows:

Name of director	Position held	No. of meetings attended
Ms. Madhubala Jain	Chairperson	1
Mr. Anil Kumar Mehta	Member	1
Mr. Hemant Kataria	Member	1

During the year 2017 -18, one meeting of Nomination and Remuneration Committee was held on 20^th December, 2017.

The function performed by the Nomination and Remuneration are as prescribed under Companies Act, 2013 and rules made thereunder.

18. Stakeholders’ Relationship Committee

The company constituted aStakeholders’ Relationship Committee pursuant to the provisions of Section 178 (6) of the Companies Act, 2013 at the board meeting held on 17.05.2017. The details of members and meetings of the Stakeholder’s Relationship Committee are as follows:

Name of director	Position held	No. of meetings attended
Mr. Anil Kumar Mehta	Chairperson	1
Ms. Madhubala Jain	Member	1
Mr. Kantilal Kataria	Member	1

The function performed by the Nomination and Remuneration are as prescribed under Companies Act, 2013 and rules made thereunder.

19. Vigil Mechanism/whistleblower Policy

In Compliance with the provision of section 177(9) of the Act read with Rule 7 of Companies (Meeting of Board and its Power) Rules, 2014, the company formulated a Vigil Mechanism for directors and employees to report concerns.

20. Corporate Governance

Provisions of Regulation 17 to 27 related with Corporate Governance read with Schedule V (c) of SEBI (LODR) 2015 are not applicable on the company.

21. Corporate Social Responsibility (CSR)

The company has constituted a CSR committee with following persons as its members:

Name of director	Position held	No. of meetings attended
Mr. Anil Kumar Mehta	Chairperson	1
Mr. Praveen Kataria	Member	1
Mr. Hemant Kataria	Member	1

The CSR committee in under process to frame a policy for CSR in consultation with board of directors and keeps recommending the company from time to time.

The company had made provision of Rs. 7,80,450/- (Rs. Seven Lakhs Eighty Thousand Four Hundred and Fifty Only) during financial year 2016 - 17. Out of the above provision, the company spent Rs. 3,37,000/- (Rs. Three Lakhs Thirty Seven Thousand Only) towards various social works. However an amount of Rs. 50,000/- (Rs. Fifty Thousand Only) was spent on such social activities which do not fall under the categories mentioned in Schedule VII of Companies Act, 2013. Hence, the actual amount spent on CSR activities in terms of Companies Act, 2013 was Rs. 2,87,000/- (Rs. Two Lakhs Eighty Seven Thousand Only). The company could not spend the full amount for which provision was made due to the reason that the company could not find suitable avenues to spend the CSR amount. However, the company is planning to establish a trust for its CSR activities. The said trust is being planned to start a primary school for underprivileged children of Ratlam and surrounding villages and hence the company intends to contribute for all round development of children of surrounding area and enhance the quality of life of villagers.

During current financial year 2017 - 2018, provision of Rs. 7,78,988/- (Rs. Seven Lakhs Seventy Eight Thousand Nine Hundred and Eighty Eight Only) was made for Corporate Social Responsibility.

22. Material changes and commitments affecting the financial position of the company

Following material changes have taken place after closure of financial year and before date of signing of board’s report:

1. CA Sachin Moonat has been appointed as Internal Auditor of the Company at the board meeting held on 29.05.2018.

2. CS Shweta Garg has been appointed as Secretarial Auditor of the company at the board meeting held on 29.05.2018.

23. 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 V which is part of this Report.

24. 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.

25. Deposits

As the company has not accepted any deposits covered under Chapter V of the Act, the details in terms of Section 134 (3) (q) of the Companies Act, 2013 read with Rule 8 (5) (v) and (vi) of the Companies (Account) Rules, 2014 are nil.

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future

No significant or material orders are passed during the financial year by the regulators or courts or tribunals which might impact the going concern status and company’s operation in future.

27. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

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.

A system of strict internal control, including suitable monitoring procedures 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 supported by an extensive programme 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 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.

28. 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 has appointed CA Sachin Moonat, Chartered Accountant, Ratlam as internal auditor of the company on board meeting held on 29.05.2018. 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 auditors review the adequacy and efficiency of the key internal controls guided by the Audit Committee.

29. 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).

30. 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 Shweta Garg, Practicing Company Secretary, Indore to conduct Secretarial Audit of the Company for the financial year 2017-2018 at the board meeting held on 29.05.2018. The Secretarial Audit report in Form MR 3 is attached as Annexure VI and forms part of this report. The Secretarial Audit Report is self-explanatory and no comments are required to be given on the same.

31. Management Discussion and Analysis

Management Discussion and Analysis Report for the year 2017-18, 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 VII forming part of this Annual Report, and gives detail of overall industry structure, developments performance and state of affairs of the Company''s operations during the year.

32. 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 mitigations plans. The process includes identifications of risks involved in various areas, zeroing on ‘risk that matter’, assessing mitigation plan and preparedness to face ‘risk that matter’

33. 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, hence the information pursuant of Section 67 of the Act read with Rule 16 of Companies (Share Capital & Debentures) Regulations, 2014 are nil.

34. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal), Act, 2013

No case was filed during the financial year under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal), Act, 2013.

35. Issue of Equity shares with differential voting rights, Sweat Equity, ESOP etc.

The company has not issued any equity shares with differential voting rights, Sweat Equity Shares or Shares to its employees under “Employee Stock Option Scheme” during the financial year.

36. Changes in Share Capital

The company issued 74,88,000 Equity Shares of Rs. 10/- each as fully paid bonus shares vide resolution passed by the board of director at their meeting held on 12.04.2017 in pursuance of authority granted by the members vide resolution passed at the Extra-Ordinary Meeting held on 11.04.2017

The company issued 35,84,000 Equity Shares of Rs. 10/- each at a premium of Rs. 65/- per share vide resolution passed by board of director on 29.09.2017.

37. Auditors:

The Auditors, M/s Anil Kamal Garg & Company, Chartered Accountants, Indore, were appointed as statutory auditors for a period of 5 years from the conclusion of 16^th Annual General Meeting till the conclusion of 21^stAnnual General Meeting. The auditors have given a declaration to the company to the effect that the 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.

38. 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 to acknowledge the support and cooperation’s received from various depar tments of the Central and State Governments, Members, Business Associates, Analysts, Banks, Financial Institutions, Customers, Distributors and Suppliers.

For & on behalf of the Board of Directors

Sd/- Sd/-

Place : Ratlam Hemant Kataria Praveen Kataria

Date : 14.08.2018 WTD (DIN:00088833) MD (DIN: 00088633)

63, Choumukhi Pul, Ratlam, 63, Choumukhi Pul, Ratlam,

457001, Madhya Pradesh, 457001, Madhya Pradesh,

India India