The Board of Directors of your Company are pleased to present the 18th Annual Report on the business, operations and state of
affairs of the Company together with the Audited Financial Statements for the financial year ended March 31,2025.
HIGHLIGHTS OF FINANCIAL PERFORMANCE
The Company's financial performance for the year ended on March 31, 2025 along with previous year's figures is given
hereunder:
( ? in Lakhs)
|
Particulars
|
For the Year ended
31st March, 2025
|
For the Year ended
31st March, 2024
|
|
Revenue from Operation
|
1,02,537.34
|
76,800.36
|
|
Other income
|
651.48
|
348.86
|
|
Total Income
|
1,03,188.82
|
77,149.22
|
|
Profit before Finance costs and Depreciation
|
11,187.98
|
8,076.86
|
|
Finance Cost
|
1,526.62
|
2,074.09
|
|
Depreciation
|
1,092.92
|
926.19
|
|
Profit before Tax
|
8,568.44
|
5,076.58
|
|
Income Tax Expenses
|
2,086.39
|
1,299.44
|
|
Profit after Tax
|
6,482.05
|
3,777.14
|
|
Earning Per Share
|
|
Basic (in INR)
|
27.31
|
17.16
|
|
Diluted (in INR)
|
27.31
|
17.16
|
The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS),
notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of
the Companies Act, 2013.
1. OVERVIEW OF COMPANY'S OPERATIONAL AND
PERFORMANCE HIGHLIGHTS
Your Company is engaged in the business of
manufacturing and supply of high-quality cables and
conductors, serving clients across India and in
numerous countries worldwide. There has been no
change in the business of the Company during the
financial year ended on March 31,2025.
During Financial year 2024-25, your company
witnessed the highest ever revenue with a YoY 33.51%
growth. Your Company has recorded an exceptional
growth by achieving 1,02,537.34 lakhs revenue from
operations as compared to Rs. 76,800.36 lakhs in
previous financial year and delivered Net Profit after Tax
(PAT) of Rs. 6,482.05 lakhs as compared to Rs. 3,777.14
in previous financial year.
FY2025 marked a significant milestone for Dynamic
Cables Limited as the Company crossed Rs. 1,000 crore
in annual revenue for the first time. This achievement
underscores the Company's consistent growth
trajectory and its ability to deliver sustained
performance in a competitive environment.
The Company reported operating profit exceeding Rs.100
crore, reflecting improved operational efficiencies,
disciplined execution, and strategic cost management. This
growth was supported by a strong and diversified order
book, reinforcing customer confidence and the Company's
established position in the market.
For more details, please refer to the Management Discussion
and Analysis Report (MDAR), forming part of this Report in
"Annexure F", which, inter-alia, deals adequately with the
operations as well as the current and future outlook of the
Company.
2. CHANGE IN CAPITAL STRUCTURE
During the year under report, pursuant to the approval of
the members by way of Ordinary resolution passed in the
Extra-Ordinary General Meeting held on June 12, 2024, your
company has increased the Authorised Share Capital from
Rs. 23,00,00,000/- (Rupees Twenty Three Crores Only )
consisting of 2,30,00,000 (Two Crores and Thirty Lakh)
Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) each
to Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only)
consisting of 2,50,00,000 (Two Crores and Fifty Lakh) Equity
Shares of Face Value of Rs. 10/- (Rupee Ten Only) each.
Further, with the approval of the members in the said
Extra-Ordinary General Meeting , your company has
offered, issued and allotted 22,15,319 ( Twenty Two
Lakhs Fifteen Thousand Three Hundred and Nineteen)
fully paid-up Equity Shares of the Company, having face
value of Rs. 10/- (Rupees Ten Only) each at a price of Rs.
436/- (Rupees Four Hundred and Thirty Six only) per
Equity Shares by way of a preferential issue in the
board meeting held on June 21,2024, in compliance
with the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations,
2018 and Companies Act,2013. The shares so allotted
rank pari passu in all respect with the existing equity
shares of the company.
Subsequent to the said allotment of shares, the paid
up share capital of the Company increased from Rs.
22,01,40,000 ( Rupees Twenty Two Crores One Lakh
and Forty Thousand only) consisting of 22,014,000
(Two Crores Twenty Lakh and Fourteen Thousand )
equity shares of Rs. 10/- (Rupees Ten) each to
Rs.242,293,190( Rupees Twenty Four Crores Twenty
Two Lakhs Ninety Three Thousand One Hundred Ninety
only) consisting of 24,22,319 (Two Crores Forty Two
Lakh Two Thousand Thee Hundred Nineteen ) equity
shares of Rs. 10/- (Rupees Ten) each.
Pursuant to the aforementioned changes, the capital
structure of the Company as on March 31, 2025 is as
follows:
Authorised Share Capital was Rs. 25,00,00,000 (Rupees
Twenty-Five Crores only), divided into 2,50,00,000 (Two
Crores Fifty Lakhs) equity shares of Rs. 10 (Rupees Ten
Only) each. The Issued, Subscribed and Paid-up Share
Capital was Rs. 24,22,93,190 (Rupees Twenty-Four
Crores Twenty-Two Lakhs Ninety-Three Thousand One
Hundred Ninety only), divided into 2,42,29,319 (Two
Crores Forty-Two Lakhs Twenty-Nine Thousand Three
Hundred Nineteen) equity shares of Rs. 10 (Rupees Ten
Only) each.
Further, the Board of Directors is proposing to issue
additional shares to the shareholders of the Company
by way of bonus shares, through the capitalization of
free reserves, securities premium, and other reserves, as
permitted under the Companies Act, 2013. The Board
of Directors at its meeting held on May 30, 2025, have
recommended issue of bonus equity shares of Rs. 10/-
(Rupees Ten only) each credited as fully paid-up to
eligible members of the Company in the proportion of
1:1 i.e., 1 (one) new fully paid up equity share of Rs. 10/-
(Rupees Ten only) each for every 1 (one) existing fully
paid-up equity share of Rs. 10/- (Rupees Ten only)
For the aforesaid purpose It is proposed to increase the
Authorised share capital to Rs. 50,00,00,000 (Rupees
Fifty Crores Only) by creation of additional 2,50,00,000
( Two Crores fifty lakh) equity shares of Rs. 10/- (Rupees
Ten only) in order to facilitate increase in paid up capital
for future business growth and also to accommodate
the proposed bonus share at 1:1 basis that could
double the paid-up capital to Rs. 48,45,86,380
(Rupees Forty Eight Crores Forty Five Lakh Eighty Six
Thousand Three Hundred and Eighty only) subject to
approval by the shareholders in the Annual General Meeting.
3. EMPLOYEE STOCK OPTION SCHEME
Pursuant to the approval of shareholders through postal
ballot dated December 08, 2024., the Company has
approved and adopted 'DYNAMIC CABLES LIMITED -
EMPLOYEE STOCK OPTION PLAN 2024' ( "DCL - ESOP 2024").
The DCL - ESOP 2024 is in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 as
amended from time to time.
The objective of DCL - ESOP 2024 is to reward the eligible
and potential Employees who are in the employment of the
Company for their performance and to motivate them to
contribute to the growth and profitability of the Company.
The Company also intends to use this Scheme to attract and
retain talents in the organization. The Company is of the
view that the Employee Stock Options would enable the
Employees to get a Share in the value they create for the
Company in future.
Further, the maximum number of Options to be granted per
Employee per grant and in aggregate shall not exceed
10,00,000 (Ten Lakh) equity shares . There are no material
change in the scheme(s).
The grants under the Scheme are further subject to
necessary statutory approvals and would be made in
conformity with the applicable laws. No shares were
granted to employees under the Scheme during the FY
2024-25 and hence there are no stock options that are either
outstanding or exercisable as on the date of adoption of the
Report.
Disclosures in compliance with SEBI (Share Based Employee
Benefits) Regulations, 2014, are uploaded on the website of
the Company at https://www.dynamiccables.co.in/esop.html
4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company does not have any subsidiary, associate and
joint venture Company within the meaning of Section 2(87)
and 2(6) of the Companies Act, 2013.
5. TRANSFER TO RESERVES
The Board of Directors has not proposed to transfer any
amount to Reserves of the Company during the year under
review.
6. DIVIDEND
During the financial year, the Board of Directors with the
approval of the shareholders had declared the final dividend
for the financial year 2023-24 of Rs. 0.50/- (5%) per equity
share. Also, the Board of directors at its meeting held on
Tuesday, May 13, 2025 has recommended a final dividend of
Rs. 0.50/- (5%) per equity share for the Financial year 2024¬
25 and the same is subject to the approval of members at the
ensuing 18th Annual General Meeting (AGM).
The proposed dividend, subject to approval of Shareholders
in the ensuing 18th AGM of the Company, would result in
appropriation of Rs. 121.14 lakhs (net of TDS). The dividend
would be payable to all Shareholders whose names
appear in the Register of Members as on the Record
Date. The Record date for the determining the eligibility
of shareholders entitlement for dividend is Monday,
June 23, 2025.
7. TRANSFER OF AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND
Section 124 of the Companies Act, 2013, read with
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("the Rules"), as amended, mandate the companies to
transfer the dividend that has remained unclaimed/un-
encashed for a period of seven years from the date of
transfer to unpaid dividend account to the Investor
Education and Protection Fund (IEPF). Further, the Rules
also mandate that the shares on which dividend has not
been claimed or encashed for seven consecutive years
or more be transferred to the IEPF.
During the financial year under review, there were no
funds/shares which were required to be transferred to
Investor Education and Protection Fund (IEPF) by the
Company. The details of unpaid/unclaimed dividend is
available on the Company's website i.e.
www.dynamiccables.co.in
8. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
MDAR for the year, pursuant to Regulation 34(2)(e) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), forms part of the
Annual Report, and is attached herewith as "ANNEXURE-F".
9. MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the
financial position of the Company have occurred between
the end of the financial year of the Company to which the
financial statements relate and the date of this report.
10. MATERIAL ORDERS
No significant or material orders were passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company's operations in future.
11. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS
Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 forms a part
of the Note No. 3 to the financial statements provided in this
Annual Report.
12. CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. During
the year under review , the credit rating assigned to the Company are as follows-
India Ratings and Research (Ind-Ra) Ratings on the bank facilities of Dynamic Cables Limited
|
Fund-based working capital limits
|
Affirmed IND A-/Stable/IND A1
|
|
Term loan
|
Affirmed IND A-/Stable
|
|
Non-Fund based working capital limits
|
Affirmed IND A 1
|
*India Ratings and Research has affirmed the credit ratings banking facilities on August 28,2024
CRISIL Ratings on the bank facilities of the Dynamic Cables Limited
|
Long Term rating
|
CRISIL A/Stable (Upgraded from 'CRISIL A-/Stable')
|
|
Short Term Rating
|
CRISIL A1 (Upgraded from 'CRISIL A2 ')
|
*CRISIL has upgraded its credit rating banking facilities on April 10,2025
13. RELATED PARTY TRANSACTIONS
All the related party transactions during the year are
entered on arm's length basis and are in compliance
with the applicable provisions of the Companies Act,
2013 and Regulation 23 of Listing Regulations. There
are no materially significant related party transactions
entered into by the Company with Promoters, Directors
or KMP etc., which may have potential conflict with the
interest of the company at large. All related party
transactions are first approved by the Audit Committee
and thereafter placed before the Board for their
consideration and approval. A statement of all related
party transactions is presented before the Audit
Committee meeting on quarterly basis, specifying the
nature, value and terms and conditions of the
transactions, for its review. The particulars of Contracts or
arrangements with related parties referred to in Section
188(1) of the Companies Act, 2013 read with Rule 15 of The
Companies (Meetings of Board and its Powers) Rules 2014 is
appended to this report in prescribed Form AOC- 2 as
"Annexure- A". Further all the necessary details of
transactions entered with the related parties are mentioned
in the Note No. 42 of the Financial Statements for the
Financial Year ended March 31,2025 in accordance with the
Accounting Standards.
The Company has formulated a policy on materiality of
related party transactions and also on dealing with related
party transactions which has been uploaded on the
Company's website at the web link
https://www.dynamiccables.co.in/Related-Party-Transaction-
Policy.pdf
14. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2024-25 the Board of
Directors of the Company met six (6) times i.e May
14,2024,May 15,2024,June 21,2024,July 31,2024
,October 22,2024 & January 28,2025 .
The intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013
and Secretarial Standard on Meetings of Board of
Directors issued by the Institute of Company Secretaries
of India. The detailed information on the Board
Meetings have been disclosed in the Report on
Corporate Governance annexed as "ANNEXURE-E".
15. COMMITTEES OF BOARD
The Board of Company has constituted the following
Committees to focus on specific areas and take
informed decisions in the best interests of the Company
within authority delegated to each of the Committees:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Finance Committee
The details of composition of the said Committee(s),
their terms of reference, meetings held and attendance
of the Committee members during the financial year
2024-25 are disclosed in the Corporate Governance
Report annexed as "Annexure E".
All the recommendations made by the Committees
during the year were accepted by the Board of
Directors.
16. INDEPENDENT DIRECTOR'S MEETING
Pursuant to the requirements of Schedule IV to the
Companies Act, 2013 and the Listing Regulations,
separate Meetings of the Independent Directors of the
Company were held on January 28, 2025 and
March,31 2025, without the presence of Non¬
Independent Directors and members of the
management, to inter alia review the performance of
Non-Independent Directors and the Board as a whole,
the performance of the Chairperson of the Company,
performance of non-independent directors, the Board
as a whole. Further, Chairman of the Company was
evaluated, taking into account the views of executive
directors and non-executive directors.
17. DIRECTORS & KEY MANAGERIAL PERSONNEL
As on March 31, 2025, your Company's Board had
seven Board Members comprising of one Executive
Director, two Non-executive Non-independent
Directors and four Non-executive independent
Directors including one woman Director. The details of
Board and Committees composition, tenure of
Directors, areas of expertise and other details are
available in the Corporate Governance Report annexed
as "Annexure E".
In accordance with the provisions of Section 152 of the Act,
Mr. Rahul Mangal, (DIN: 01591411) Non-Executive-Non
Independent Director retired by rotation at the previous AGM
and shareholders approved his re-appointment.
Pursuant to the provisions of Section 203 and Section 2(51) of
the Act, Mr. Ashish Mangal, Managing Director, Mr. Murari Lal
Poddar, Chief Financial Officer and Ms. Naina Gupta,
Company Secretary & Compliance Officer are the Key
Managerial Personnel of the Company as on March 31,2025.
During the year, except as aforesaid, no other change took
place in the Board of Directors or in Key Managerial Personnel
of the Company. The composition of the Board of Directors of
the Company is in compliance with the applicable regulatory
norms.
Further, Mr. Sumer Singh Punia ,(DIN: 08393562), Non-
Executive-Non Independent Director shall retire by rotation at
the ensuing AGM and being eligible, has offered himself for
re-appointment.
The Members of the Company at its 15th AGM held on August
24, 2022 had approved the reappointment of Mr. Ashish
Mangal (DIN: 00432213) as the Managing Director of the
Company for a period of three years commencing from July
21,2022 to July 20, 2025. Based on the recommendations of
the Nomination and Remuneration Committee and pursuant
to the performance evaluation of Mr. Ashish Mangal as
Managing Director and considering his background,
experience and contribution to the Company over the past
years, the Board, at its meeting held on May 13, 2025
approved his re-appointment as Managing Director of the
Company, for a further period of three years commencing
from July 21,2025 up to July 20, 2028 subject to the approval
of the Shareholders in the ensuing Annual General Meeting of
the Company.
Member's attention is drawn to Item No. 4 of the Notice of
18th AGM for the re-appointment of Mr. Ashish Mangal as the
Managing Director of the Company.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the
Independent Directors under Sections 149(6) and 149(7) of
the Companies Act, 2013 and Regulation 16(1 )(b) and
Regulations 25(8) of the Listing Regulations, confirming that
they meet and comply with the criteria of independence as
prescribed thereunder. The Independent Directors have
affirmed compliance with the Code for Independent Directors
prescribed under Schedule IV of the Companies Act, 2013 and
the Listing Regulations.
The Board is of the opinion that the Independent Directors of
the Company possess requisite qualifications, experience
(including proficiency) and expertise and they hold highest
standards of integrity. Further, Independent Directors fulfil the
conditions of appointment as specified in the Listing
Regulations and are Independent of the Management. The
names of Independent Directors are included in Independent
Director's data bank maintained with the Indian Institute of
Corporate Affairs ('IICA') in terms of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, as
amended.
None of the Directors are disqualified for being appointed
as Director as specified in Section 164(1) & (2) of the Act
and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.
19. ANNUAL PERFORMANCE EVALUATION
The evaluation of Board performance is a crucial
exercise for organisations to gauge the effectiveness of
their governing bodies. By assessing both individual
Board members and the Board as a whole, company
can identify strengths, weaknesses, and areas for
improvement. This evaluation is essential to ensure that
the Board is operating effectively in alignment with the
organisation's strategic objectives.
The provisions of Section 149(8) read with Schedule IV,
Section 178(2) of the Act, Regulation 17 and other
applicable Regulations of the Listing Regulations, and
Guidance Note on Board Evaluation issued by the SEBI,
mandates the performance evaluation of the Board, its
committees, individual directors and the Chairperson
of the Company on the basis of various parameters
with the aim to improve the effectiveness of the
individual Director, Committees and the Board.
The Company has established a structured process for
Board performance evaluation which is conducted
annually. The Nomination and Remuneration
Committee reviews and approves the criteria and the
mechanism for carrying out this exercise effectively.
Details regarding the Board performance evaluation
carried out for FY 2024-25 including methodology
used, its outcome and proposed recommendations for
implementation in the upcoming financial year, are
provided in the Report on Corporate Governance,
forming part of this Board's report as Annexure-E.
20. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS
The Board members are provided with all necessary
documents, reports, internal policies, and opportunities
for site visits to facilitate a comprehensive understanding
of the Company's operations, procedures, and practices.
All Independent Directors are familiarized with their
roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business
model of the Company, etc. from time to time. To
further enhance their knowledge, periodic
presentations are made at meetings of the Board and
its Committees on various aspects, including the
Company's business and operational performance and
matters related to ESG and sustainability.
The details of such familiarization programmes imparted
to Independent Directors are posted on the website of the
C o m p a n y a t
https://www.dynamiccables.co.in/familiarization-
programme-for-independent-directors.html
21. AUDITORS AND AUDITORS' REPORT
(a) Statutory Auditors
Pursuant to Section 139(1) of the Companies Act, 2013 M/s A.
Bafna & Co., Chartered Accountant (FRN: 003660C) were
appointed as the Statutory Auditors of the Company at 16th
Annual General Meeting of the Company held on August 09,
2023 to hold office for a term of 5 (five) years until the
conclusion of 21st Annual General Meeting of the Company to
be held in the calendar year 2028.
Further Audit Report does not contain any qualifications,
reservations or adverse remarks. The Notes to Financial
Statements referred to in the Auditor's Report are self¬
explanatory and do not call for any further comments.
The Statutory Auditors has provided their eligibility certificate
confirming their non- disqualification to continue as statutory
auditor of the Company under Section 141 of the Act. Further,
as required under the relevant provisions of Listing
Regulations, the Statutory Auditors has also confirmed that
they have subjected themselves to the peer review process of
the Institute of Chartered Accountants of India ("ICAI") and
they hold a valid certificate issued by the Peer Review Board of
ICAI.
(b) Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act,
2013 and rules made thereunder, The Board of Directors has
appointed M/s. V. M. & Associates, Company Secretaries (FRN
P1984RJ039200) having Peer Review Certificate No.:
5447/2024, as Secretarial Auditors to conduct the secretarial
audit of the Company for the financial year 2024-25.
Accordingly, they have conducted Secretarial Audit for the
Financial Year 2024-25 and Secretarial Audit Report in Form
MR-3 is enclosed herewith as Annexure-B. Pursuant to
provisions of Regulation 24A of Listing Regulations, the
Secretarial Auditors have also issued Annual Secretarial
Compliance Report for the F.Y 2024-25. Both the reports do
not contain any qualification, reservation or adverse remark.
M/s V. M. & Associates, Company Secretaries, has given the
written consent to act as Secretarial Auditor of the Company
and also provided Eligibility certificate to the effect that they
are eligible and not disqualified to be appointed as a
secretarial auditor in the terms of the provisions of the Listing
Regulations, the Companies Act, 2013 and the rules made
thereunder.
Further, in terms of the Listing Regulations, the Board on
recommendation of Audit Committee has recommended to
shareholders, the appointment of M/s V. M. & Associates,
Company Secretaries as Secretarial Auditors of the Company
for a first term of five consecutive financial years commencing
from April 1, 2025 till March 31, 2030. A resolution seeking
shareholders' approval for the appointment of M/s V. M. &
Associates, Company Secretaries as Secretarial Auditors has
been included in the Item No. 5 of notice of the ensuing 18th
AGM of the Company.
(c) Cost Auditor
The cost accounts and records as required to be
maintained by the company under Section 148(1) of
Companies Act, 2013 are duly made and maintained.
Pursuant to the provisions of Section 148 of the
Companies Act, 2013, read with Companies (Cost
Records and Audit) Rules, 2014 as amended from time
to time, your Company has appointed M/s Maharwal &
Associates (FRN: 101556) as Cost Auditors for the
financial year 2024-25.
The Company has received Cost Audit Report on the
cost accounts of the Company for the financial year
ended on March 31, 2025 and the same will be fled
with Ministry of Corporate Affairs (MCA) within the
prescribed time limit provided under the Companies
Act, 2013 and rules made thereunder. The Cost Audit
Report does not contain any qualifications,
reservations, or adverse remarks.
The Board on recommendation of Audit Committee has
approved the re-appointment of M/s Maharwal &
Associates (FRN: 101556) as Cost Auditor to conduct
the audit of cost records of your Company for the
financial year 2025-26. They have confirmed their
eligibility for the said re-appointment. The payment of
remuneration to Cost Auditor requires the
approval/ratifcation of the members of the Company
and necessary resolution in this regard has been
included in the Item no. 8 of notice of the 18th AGM of
the Company.
(d) Internal Auditor
Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and rules made thereunder, the
Board of Directors of the Company has appointed M/s
DLS & Associates LLP, Chartered Accountants, (FRN:
C400023) as the Internal Auditors to conduct the
Internal Audit of the Company for the Financial Year
2024-25. The Internal Auditors reports directly to the
Audit Committee of the Board. The Audit Committee
regularly reviews the audit findings as well as the
adequacy and effectiveness of the internal control
measures.
Further, the Board on recommendation of Audit
Committee has approved the re-appointment of M/s
DLS & Associates LLP, Chartered Accountants, (FRN:
C400023) as Internal Auditors of the Company to carry
out internal audit for the Financial Year 2025-26. They
have confirmed their eligibility for the said re¬
appointment.
(e) Instances of Fraud, if any, reported by the
Auditors
During the year under review, the Statutory Auditors,
Cost Auditors, Internal Auditors and Secretarial
Auditors have not reported any instances of frauds
committed in the Company by its officers or employees
under Section 143(12) of the Companies Act, 2013.
22. PREVENTION OF INSIDER TRADING
Pursuant to the provisions of the SEBI(Prohibition Of
Insider Trading)Regulation,2015and amendments thereto,
the Company has in place a Code of Conduct to regulate,
monitor and report trading by Insider for prohibition of
Insider Trading in the shares of the Company. The code inter
alia prohibits purchase/sale of shares of the Company by its
Designated Persons and other connected persons while in
possession of Unpublished Price Sensitive Information in
relation to the Company and during the period when the
trading window is closed. The Company has also formulated a
Code of practices and procedures for fair disclosure of
Unpublished Price Sensitive Information (UPSI) and the said
code is available on the Company's website and can be
accessed at https://www.dynamiccables.co.in/CODE-
OF%20PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE-
OF-UPSI.pdf
23. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company is committed to maintaining the highest
standards of professionalism, honesty, integrity and ethical
behaviour and legal business conduct. In alignment with this
commitment, the Company has adopted a Whistle Blower
Policy and Vigil Mechanism in compliance with the provisions
of Section 177(9) of the Companies Act, 2013 and the
applicable rules thereunder and regulation 22 of the Listing
Regulations.
This mechanism provides a formal framework for directors,
employees and other persons to report concerns about
suspected unethical behaviour, malpractice, abuse, or other
instances of wrongdoing within the company. It also ensures
adequate safeguards to protect whistleblowers from any form
of retaliation or victimisation for raising such concerns in good
faith.
During the Financial Year under review, no whistle blower
event was reported and mechanism is functioning well. No
personnel have been denied access to the Chairperson of
Audit Committee. The policy is available on the website of the
Company at
https://www.dynamiccables.co.in/whistle-blower-policy.pdf
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR initiatives of the Company are primarily focused on
key areas such as promotion of education and skill
development, environmental sustainability, sports, social
welfare, and the healthcare. During the F.Y. 2024-25, the
Company has incurred expenditure of Rs. 83.83 lakhs on CSR
activities against obligation of Rs. 81.96 lakhs (after setting of
excess expenditure of Rs. 7.22 lakhs incurred during the F.Y.
2023-24).
In accordance with the provisions of Section 135 of the
Companies Act, 2013, the Company has constituted a
'Corporate Social Responsibility (CSR) Committee' and
formulated a CSR Policy. The details of the CSR Policy, the
composition of the Committee, CSR expenditure during the
year and other relevant information are provided as
ANNEXURE-C to this Report, in the format as required under
the Companies (Corporate Social Responsibility Policy) Rules,
2014, as amended.
25. RISK MANAGEMENT
The Company has framed and implemented a Risk
Management Policy to identify the various business risks.
This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance
the Company's competitive advantage. The Risk
Management Policy defines the risk management
approach across the enterprise at various levels including
documentation and reporting. A detailed note on Risk
Management is included in the Management Discussion
and Analysis Report which forms part of this Annual
Report as Annexure-F.
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company recognises its duty to provide safe and
secure working environment at the workplace and
thus, in line with the requirements of the Sexual
Harassment of Women at the workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has
in place a Policy for prevention of Sexual Harassment of
Women at the workplace and has also set up an Internal
Complaints Committee (ICC) to redress complaints
received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy.
During the year under review, the Company did not
receive any complaints under the POSH (Prevention of
Sexual Harassment) Act. To promote awareness and
foster a safe work environment, the Company has
continued to conduct regular induction and training
programs. Company has conducted online and physical
training sessions on provisions of the POSH Act for
employees throughout the year.
The summary of sexual harassment complaints received
and disposed of during the year 2024-25 are as follows: 1
Companies (Acceptance of Deposits) Rules, 2014 for
borrowings from directors.
29. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The Company maintains a robust internal financial control
system to ensure the orderly and efficient conduct of its
business operations. These encompass adherence to internal
policies, safeguarding of assets, prevention and detection of
frauds and errors, accuracy and completeness of accounting
records, and the timely preparation of accurate financial
information.
The Audit Committee regularly reviews the adequacy and
effectiveness of the internal control systems and provides
recommendations for their continuous improvement.
During the year under review, neither the Internal Auditor nor
the Statutory Auditors has given modified opinion on the
efficiency or effectiveness of internal financial controls of the
Company.
30. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
Your Company continuously strives to conserve energy, adopt
environment friendly practices and employ sustainable
technology for more efficient operations.
The particulars relating to the Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and
Outgo pursuant to Section 134 of the Companies Act 2013
read with rules made thereunder is annexed herewith and
marked as "ANNEXURE- D" to this report.
31. NOMINATION AND REMUNERATION POLICY
In terms of provisions of Section 178(3) of the Companies Act,
2013, on recommendation of the Nomination &
Remuneration Committee ,the Board has approved a policy ,
containing the criteria for determining qualifications,
competencies, positive attributes and independence for
appointment of a Director (Executive/Non- Executive) and
criteria for remuneration for the Directors, Key Managerial
Personnel and Senior Management employees, ensuring that
it covers the matters mentioned in Section 178(4) of the
Companies Act, 2013.
The copy of the Nomination and Remuneration policy can be
accessed by clicking on weblink at
www.dynamiccables.co.in/nomination-&-remuneration-
policy.pdf
32. CORPORATE POLICIES
Your Board seeks to promote and follow the highest level of
ethical standards in all our business transactions guided by
our value system. Listing Regulations mandate the
formulation of certain policies for all listed companies. The
corporate governance policies are available on the Company's
website, at https://www.dynamiccables.co.in/policies-
codes.html. The policies are reviewed periodically by the
Board and updated as needed.
33. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:
(I) The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage
increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2024-25:
|
Name
|
Ratio to median remuneration
|
% increase in remuneration in
financial year
|
|
Non- Executive Directors:
|
|
Rahul Mangal
|
-
|
-
|
|
Sumer Singh Punia
|
-
|
-
|
|
Shweta Jain1
|
-
|
-
|
|
Ashok Kumar Bhargava1
|
-
|
-
|
|
Saurav Gupta1
|
-
|
-
|
|
Bharat Moossaddee1
|
-
|
-
|
| |
|
Executive Director:
|
|
|
|
Ashish Mangal
|
164.34
|
25%
|
|
Chief Financial Officer:
|
|
|
|
Murari Lal Poddar
|
26.30
|
85%
|
|
Company Secretary:
Naina Gupta
|
5.22
|
21%
|
*No remuneration paid except, payment of eligible sitting fees to Independent Directors.
*In line with the internal guidelines, no commission was paid to Directors
(ii) The percentage increase in the median remuneration of employees in the financial year is 17.20%
(iii) The number of permanent employees on the rolls of company: 978
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial remuneration: 22.45%
Increase in salary is based on the Company's performance, individual performance and promotions.
(v) Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration
paid is as per the remuneration policy of the Company
Additionally, the statement containing employee particulars required by Section 197(12) of the Act and Rule 5(2) and Rule 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is a part of this report.
Pursuant to Section 136(1) of the Act, the annual report has been sent to Members without the aforementioned annexure, which
can be inspected at the registered office of the Company up to the date of the AGM. Members interested in obtaining a copy of
the Annexure may request it from the Company Secretary of the Company at investor. relations@dynamiccables.co.in
34. CORPORATE GOVERNANCE
Your board has put their sincere efforts in doing a good
job by following good governance practices. Accordingly
the Company has complied with the requirements of
corporate governance as stipulated under the Listing
Regulations. The corporate governance report and
certificate from practicing Company Secretary
confirming compliance of conditions as required by
Regulation 34(3) read with Part E of Schedule V of the
Listing Regulations, form part of the Board's Report.
Further as required under Regulation 17(8) of the Listing
Regulations, a certificate from the Managing Director and
Chief Financial Officer is annexed as ANNEXURE-E with this
Report.
35. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED
BY THE ICSI
The Institute of Company Secretaries of India (ICSI) has issued
Secretarial Standards (SS) on various aspects of corporate law
and practices. The Company has duly complied with all
the applicable Secretarial Standards.
36. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act, the Board of
Directors hereby confirms and accepts the responsibility
for the following in respect of the Audited Financial
Statements for the financial year ended March 31,2025:
(I) That in the preparation of the annual accounts for the
financial year ended March 31, 2025; the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any.
(ii) That the directors had selected such accounting
policies and applied them consistently and made
judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company as on March 31,2025 and of the
profit of the Company for that period;
(iii) That 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;
(iv) That the directors had prepared annual accounts on a
going concern basis;
(v) That the directors had laid down internal financial
controls to be followed by the company and that such
internal financial controls were adequate and were
operating effectively; and
(vi) That 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.
37. CODE OF CONDUCT FOR BOARD AND SENIOR
MANAGEMENT PERSONNEL
Pursuant to Regulation 17(5) of Listing Regulations, the
Company has implemented a Code of Conduct for Directors
and Senior Management Personnel (SMPs). This code
outlines the fundamental principles for ethical and
transparent behaviour by the Directors and SMPs of the
Company to further promote fairness and orderliness within
the organisation. All Directors and SMPs have affirmed their
adherence to the code for the FY 2024-25 and a declaration
by the MD & CEO to this effect forms part of Report on
Corporate Governance annexed with Board's Report as
Annexure-E. The Company"s Code of Conduct for Directors
and SMPs can be accessed on the website of the Company at
https://www.dynamiccables.co.in/code-of-conduct--and-
senior-management.html
38. OTHER DISCLOSURES
• The Company has not issued any debentures, warrants,
bonds, sweat equity shares, any shares with differential
rights or any convertible & nonconvertible securities during
the year under review.
• There was no revision of financial statements and Board's
Report of the Company during the year under review.
• There has been no change in the nature of business of the
Company as on the date of this report;
• 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 (31 of
2016) during the year along with their status as at the end of
the financial year is not applicable.
• There was no instance of onetime settlement with any Bank
or Financial Institution.
• Other disclosures with respect to Board's Report as required
under the Companies Act, 2013 read with the Rules notified
thereunder and the Listing Regulations are either Nil or Not
Applicable
39. ACKNOWLEDGEMENT
The Board of Directors would like to place on record their sincere appreciation to all stakeholders for their unwavering
support throughout the year. The continued trust and confidence of our valued customers, vendors, dealers, suppliers,
investors, business associates, bankers, and Government Authorities have been instrumental in driving our success.
The Directors also extend heartfelt gratitude to all employees across levels for their dedication, hard work, and unwavering
commitment. Their solidarity, cooperation, and support have been key in achieving the Company's objectives and sustaining
growth.
Place: Jaipur For & on behalf of Board of Directors
Date : 30.05.2025 For Dynamic Cables Limited
Rahul Mangal
Chairman
(DIN No: 01591411)
1
Number of complaints pending at the beginning of
the year : NIL
• Number of complaints received during the year : NIL
• Number of complaints disposed of during the year:
Not Applicable
• Number of cases pending at the end of the year : Not
Applicable
27. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 the Annual Return as on March
31, 2025 in Form MGT-7 is available on the Company's
website at https://www.dynamiccables.co.in/Annual-
Return-2024-25.pdf
28. DEPOSITS
During the financial year under review, the Company
has not accepted any deposits from public and as such,
no amount on account of principal or interest on
deposits from public was outstanding as on the date of
the Balance Sheet. Please refer Note no. 15 of the
financial statement pursuant to Rule 2 (1) (c) (viii) of the
|