TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the Forty-First 41st
Directors? Report of Delta Manufacturing Limited
("the Company") along with the financial statements for the
financial year ended 31 st March, 2023.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
Certain key aspects of your Company?s performance during the
financial year ended 31 st March, 2023 as compared to the previous financial
year are summarised below:
| Particulars |
Standalone Year Ended |
Consolidated Year Ended |
|
Audited |
Audited |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022* |
| Income for the year |
813,257.99 |
898,569.46 |
813,257.99 |
888,859.38 |
| Profit /(Loss) before Interest, Depreciation and Tax |
(41,130.73) |
(26,214.29) |
(41,130.73) |
(25,661.01) |
| Finance Charges |
37,940.33 |
44,481.24 |
37,940.33 |
44,481.24 |
| Profit /(Loss) before Depreciation and Taxes |
(79,071.06) |
(70,695.53) |
(79,071.06) |
(70,142.25) |
| Depreciation & Amortisation |
48,463.05 |
42,218.87 |
48,463.05 |
42,218.87 |
| Provisions for Taxation/ Deferred Tax |
21,384.55 |
28,469.21 |
21,384.55 |
28,469.21 |
| Exceptional Items |
70,304.29 |
376,509.91 |
(20,905.35) |
256,670.04 |
| Profit from Discountined operations |
– |
– |
2,444.49 |
76,896.35 |
| Net Profit /(Loss) for the Current Year |
(78,614.36) |
235,126.30 |
(167,379.51) |
192,736.06 |
| Earlier Years Balance Brought forward |
(72,031.80) |
(306,767.38) |
53,218.75 |
(131,067.37) |
| Net Profit /(Loss) available for Appropriation |
(78,614.36) |
235,126.30 |
(167,379.51) |
192,736.06 |
| Appropriation: |
|
|
|
|
| Transferred from other comprehensive Income |
(7,016.10) |
(390.72) |
(9,421.16) |
(8,449.94) |
| Balance carried to Balance Sheet |
(157,662.26) |
(72,031.80) |
(123,581.92) |
53,218.75 |
*Note: The consolidated figures are re-stated to bring in line with
the financial statements on account of discontinued operations.
The Standalone Gross Revenue from operations for financial year 2022-23
was` 813,257.99 thousand
(Previous Year: ` 898,569.46 thousand). The Operating Loss before tax
stood at (` 127,534.11 thousand) as against Loss of (` 112,914.40 thousand) in the
Previous Year. The Net Loss after tax for the year stood at (` 78,614.36 thousand)
as against (Profit of` 235,126.30 thousand reported in the Previous Year).
The Consolidated Gross Revenue from operations for financial year
2022-23 was ` 813,257.99 thousand
(Previous Year: ` 888,859.38 thousand), The Consolidated Operating loss
before tax stood (for continued operations) (` 127,534.11 thousand) as against Loss
of (` 112,361.12 thousand) in the Previous Year. The Consolidated Loss after tax stood at
(` 167,379.51 thousand) as against (Profit of` 192,736.06 thousand in the Previous Year).
2. DIVIDEND
The Directors do not recommend any dividend for the financial year
ended 31st March, 2023.
3. SHARE CAPITAL
During the year under review, there was no change in the Company?s
share capital. The paid up Capital of the Company is ` 10,85,11,200/- comprising of
10851120 Equity Shares of ` 10/- each.
4. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 (the Act), the Annual Return as on 31st March, 2023 is available on
the Company?s website at https://www.deltamagnetsgroup.com/dml/downloads/Annual%20Return_2223.pdf
5. NUMBER OF MEETINGS OF THE BOARD
The Board met four (4) times in financial year 2022-23 viz., on 27 th
May, 2022, 11th August, 2022, 20th October, 2022, and 03rd
February, 2023. The particulars of meetings held and attended by each Director are
detailed in the Corporate Governance Report, which forms part of this Report.
6. DIRECTORS? RESPONSIBILITY STATEMENT
Your Directors hereby confirm that: i. in the preparation of the annual
accounts for financial year ended 31 st March, 2023, the applicable accounting
standards have been followed there are no material departures; ii. they 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 loss of the Company for that
period. iii. they had taken proper and sufficientcare for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities. iv.
they had prepared the annual accounts on a ‘going concern? basis. v. they had
laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and have been operating efficiently. vi. they had devised
proper systems to ensure compliance with provisions of all applicable laws and that such
systems were adequate and operating effectively.
7. DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted the declaration
of Independence as required under Section 149(7) of the Act and Regulation 25(8) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 SEBI (Listing Regulations), confirming that they meet the criteria of
independence under Section 149(6) of the Act and Regulation 16 (1)(b) of SEBI Listing
Regulations as amended from time to time. The Independent Directors have also confirmed
that they have complied with the Company?s Code of
Business Conduct & Ethics.
In compliance with the rule 6(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, all the
Independent Directors have registered themselves with the Indian
Institute of Corporate Affairs.
8. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION
The policy of the Company on Directors? appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-section (3) of Section 178
of the Act and Regulation 19 of SEBI Listing Regulations is appended as Annexure I
to this Report.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE ACT
The details of loans, guarantees and investments covered under the
provisions of Section 186 of the Act, read with
Companies (Meetings of Board and Its Powers) Rules, 2014 are given in
the notes to the financial statement forming part of this Annual Report.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2022-23, your Company has entered into
transactions with related parties as defined under Section 2(76) of the Act, Rules made
thereunder and Regulation 23 of the SEBI Listing Regulations. During the financial year
2022-23, the Company has not entered into transactions with related parties which qualify
as material transactions as per the Listing Regulations. All transactions with related
parties were reviewed and approved by the Audit Committee were in compliance with the
applicable provisions of the Act and the SEBI Listing Regulations.
The details of related party transactions as required under IND AS-24
are set out in notes to accounts to the standalone financial statements forming part of
this Annual Report.
The policy on Related Party Transactions may be accessed on the
Company?s website at the link:
https://www.deltamagnetsgroup.com/dml/downloads/policies/Policy%20on%20Related%20Party%20Transactions.
pdf.
There are no transactions to be reported in Form AOC-2.
11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have year of the Company to which the financial
statements relate and the date of occurredbetweenthe endofthefinancial the Report except
mentioned below.
Change of Registrar and Share Transfer Agent of the Company
The Board of Directors of the Company vide Resolution dated 17th March,
2023 have approved the appointment of
"Purva Sharegistry (India) Private Limited" having registered
office at 9 Shiv Shakti Industrial Estate, J R Boricha Marg,
Lower Parel (E), Mumbai - 400 011 as Registrar and Share Transfer Agent
(RTA) in place of Share Transfer Agent, (STA) "Freedom Registry Limited".
12. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure II
to this Report.
13. BUSINESS RISK MANAGEMENT
The Board of Directors of the Company has constituted a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Company has a robust Risk Management framework to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Company?s competitive advantage.
The business risk framework defines the risk identification and its
management approach across the enterprise at various levels including documentation and
reporting. The framework helps in identifying risks trend, exposure and potential impact
analysis on a Company?s business.
14. VIGIL MECHANISM
The Company has adopted Vigil Mechanism and Whistle Blower Policy for
directors and employees in compliance with the provisions of Section 177(10) of the Act
and Regulation 22 of the SEBI Listing Regulations, to report genuine concerns and to
provide for adequate safeguards against victimization of persons who may use such
mechanism.
During the year no personnel of the Company was denied access to the
Audit Committee. The said policy is available on the website of the Company at
https://www.deltamagnetsgroup.com/dml/downloads/policies/Whistle%20Blower%20 Policy.pdf
15. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD
Pursuant to the provisions of the Act and Regulation 19 of the SEBI
Listing Regulations, the Board has carried out an annual evaluation of performance of the
Board, its Committees and Individual Directors.
The Nomination and Remuneration Committee has defined the evaluation
criteria for the Board, its Committees and
Individual Directors.
The Board?s functioning was evaluated after taking inputs from the
Directors on various aspects, including inter alia degree of fulfillment of key
responsibilities, Board structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board processes, information and
functioning.
The Committees of the Board were evaluated after taking inputs from the
Committee members on the basis of criteria such as degree of fulfillment of key
responsibilities, adequacy of Committee composition and
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on aspects such as attendance and contribution at
Board/Committee Meetings and guidance/support to the management outside Board/Committee
Meetings. In addition, the Chairman was also evaluated on key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement by all
Board members.
The performance evaluation of the Independent Directors was carried out
by the entire Board, excluding the Director being evaluated. The performance evaluation of
the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board as a whole.
In a separate meeting of independent directors, performance of
non-independent Directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors.
16. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year the Board of Directors reviewed the affairs of
subsidiary. In accordance with Section 129(3) of the Act, and the Listing Regulations the
Company has prepared consolidated financial statements of the Company and its subsidiary,
which form part of the Annual Report. A report on the performance and financial position
of the subsidiary company as per the Act and Rules made thereunder, is provided as
Annexure-A (AOC-1) in the financial statements and hence not repeated here for the sake of
brevity.
In accordance with Section 136 of the Act, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of its subsidiary, are available on Company?s website
www.deltamagnets.com. The policy for determining material subsidiaries as approved is
available on the Company?s website at http://www.
deltamagnetsgroup.com/dml/downloads/policies/Policy-for-Determining-Material-Subsidiaries.pdf.
17. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT
The Company has neither accepted nor renewed any deposits during the
financial year 2022-23 in terms of Chapter
V of the Act.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS AFFECTING THE GOING CONCERN STATUS OF THE COMPANY material orders passed
by the Regulators/Courts which would impact the going concern status Therearenosignificant
of the Company and its future operations.
19. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has in place adequate internal financial control with
reference to financial statements.
The Company has adopted accounting policies which are in line with the
Indian Accounting Standards notified under
Section 133 and other applicable provisions, if any, of the Act read
together with the Companies (Indian Accounting Standards) Rules, 2015.
The Company in preparing its financial statements makes judgments and
estimates based on sound policies and uses external agencies to verify/validate them as
and when appropriate. The basis of such judgments and estimates are also approved by the
Statutory Auditors and Audit Committee.
The Internal Auditor evaluates the efficacy and adequacy of internal
control system, accounting procedures and policies adopted by the Company for efficient
conduct of its business, adherence to Company?s policies, safeguarding of
Company?s assets, prevention and detection of frauds and errors and timely
preparation of reliable financial information etc. Based on the report of internal audit
function, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions
Audit Committee of the Board.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Section 152(6)(e) of the Act,
Ms. Anjali Mody (DIN: 02784924), will retire by rotation at the ensuing Annual General
Meeting and being eligible, offers herself for re-appointment.
21. AUDITORS
1.Statutory Auditor
The Statutory Auditors M/s. MHS & Associates, Chartered Accountants
(Firm Registration No: 141079W), was appointed in 36th Annual General Meeting
(AGM) to hold office from the conclusion of 36th AGM for a term of consecutive
five years till the conclusion of 41st AGM. Their present term as Statutory
Auditors will be completing at the ensuing 41st AGM of the Company. M/s. MHS
& Associates, being eligible has expressed their willingness to serve as Statutory
Auditors of the Company for second term. Their re-appointment as Statutory Auditors, if
approved, by the members of the Company, will take effect from the conclusion of this AGM
upto the conclusion of 46th AGM.
The Statutory Auditors have given a confirmation to the effect that
they are eligible to continue with their re-appointment and that they have not been
disqualified in any manner from continuing as Statutory Auditors. There are no
qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditor
of the
Company, in audit report.
2.Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice
to undertake the Secretarial Audit of the Company for the year ended 31st
March, 2023. The Secretarial Audit Report is appended as Annexure III to this
Report.
DELTA MANUFACTURING GROUP
There are no qualifications, reservations or adverse remarks or
disclaimers made by Secretarial Auditor of the
Company.
22. COST RECORDS AND COST AUDIT
Maintenance of Cost Records is applicable to the Company. However, Cost
Audit as specified by the Central Government under Section 148(1) of the Act is not
applicable to the Company.
23. REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which
required the Statutory Auditors to report to the Audit Committee and/or Board under
Section 143(12) of Act and Rules framed thereunder.
24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per Regulation 34(2) read with Schedule V of the Listing
Regulations, Management Discussion and Analysis Report is provided in a separate section
and forms an integral part of this Annual Report.
25. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together certificatefrom the Practicing Company Secretary confirming with
compliance with the conditions of Corporate Governance which forms an integral part of
this Report.
26. AUDIT COMMITTEE OF THE COMPANY
The composition of the Audit Committee is in compliance with the
requirements of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations
as amended from time to time and guidance note issued by Stock Exchanges. The details of
the Composition of Audit Committee are detailed in the Corporate Governance Report, which
forms part of this Report.
27. PARTICULARS OF EMPLOYEES
Details of top ten employees in terms of the remuneration and employees
in receipt of remuneration as required under the provisions of section 197(12) of the Act,
read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, which form part of the Directors? Report, will be
made available to any shareholder on request, as per provisions of Section 136 of the Act.
Members who are interested in obtaining these particulars may write email to the Company
Secretary on secretarial@dmltd.in.
The disclosures in terms of the provisions of Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in Annexure IV to this Report.
28. COMPLIANCE OF THE SECRETARIAL STANDARDS
During the financial year, the Company has complied with the applicable
Secretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the Company
Secretaries of India.
29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to constitution
of Internal Complaints Committee and has Anti-Sexual Harassment policy pursuant to the
provisions of The Sexual Harassment of Woman at Workplace (Prevention,
Prohibition & Redressal) Act 2013. The Company did not receive any
such complaints during the financial year 2022-
23.
30. 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.
There are no applications made or any proceeding pending against the
Company under Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year.
31. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There are no instances of one time settlement during the financial
year.
32. TRANSFER OF UNCLAIMED/ UNPAID AMOUNTS AND SHARES TO THE INVESTOR
EDUCATION AND PROTECTION FUND
In accordance with the provisions of the Section 124 and 125 of the
Act, read with Investor Education Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended ("IEPF Rules"), the dividends, unclaimed for
a period of seven years from the date of transfer to the Unpaid Dividend Account of the
Company are liable to be transferred to the IEPF. The IEPF Rules mandate Companies to
transfer shares of Members whose dividends remain unpaid/ unclaimed for a continuous
period of seven years to the demat account of IEPF Authority.
Pursuant to the Scheme of Amalgamation between the Company, Arrow
Textiles Limited (First Transferor Company or ATL) and MMG India Private Limited (Second
Transferor Company or MMG) and respective shareholders as approved by Hon?ble
National Company Law Tribunal, Mumbai bench (NCLT) by its order dated 27th
December, 2019 (the Scheme), ATL amalgamated with the Company. As per the provisions of
section 124(5) and section 124(6) of the Act, dividends declared by ATL not
encashed/claimed by the members, within a period of seven years from the date of
declaration of dividend, shall be transferred by the Company to the IEPF along with all
the shares in respect of which dividend has not been paid or claimed as mentioned above.
The Members whose dividend/shares are transferred to the IEPF Authority
can claim their shares/dividend from the Authority. In accordance with the said IEPF Rules
and its amendments, the Company had sent notices to all the Shareholders whose shares were
due to be transferred to the IEPF Authority and simultaneously published newspaper
advertisement.
The company has appointed a Nodal Officer under the provisions of IEPF,
the details of which are available on the website of the Company at www.deltamagnets.com.
The Company has uploaded the details of unpaid and unclaimed amounts
lying with the Company on the Company?s website www.deltamagnets.com. and on the
website of the Ministry of Corporate Affairs www.iepf.gov.in
33. CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Act, every company having net worth of
rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a
net profit of rupees five crore or more during the immediately preceding financial year
shall constitute Corporate Social Responsibility (CSR) Committee and formulate a CSR
Policy. Since, the Company does not fall under the said criteria during the immediately
preceding financial year, the provisions of Section 135 of the Act, Schedule VII and the
rules made thereunder are not applicable to the Company. Accordingly, a report on CSR
activities as per rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is
not applicable.
34. ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation for the co-operation
received from shareholders, bankers and other business constituents during the year under
review. Your Directors also wish to place on record their deep sense of appreciation for
the commitment displayed by all executives, officers and staff, for better performance of
the Company during the year.
|
For and on behalf of the Board of
Directors |
|
Jaydev Mody |
| Place: Mumbai |
Chairman |
| Date: 03rd August, 2023 |
DIN: 00234797 |
|