Dear Members,
The Board of Directors (Board) are pleased to present the Company's
Fourteenth (14th) Annual Report on business and operations, together with the
Audited Financial Statements along with the Report of the Auditors for the year ended
March 31, 2023.
1 FINANCIAL PERFORMANCE
The equity shares of the Company are listed and admitted to dealings on the Main Board
of Bombay Stock Exchange (BSE) and National Stock Exchange
(NSE) (Capital Market Segment) pursuant to migration from the BSE
SME Platform w.e.f. December 05, 2022. Therefore, the financial statements of the Company
have been prepared in accordance with the Indian Accounting Standards (Ind AS)
notified under Section 133 of the Companies Act, 2013 (Act) read with the
Companies (Accounts) Rules, 2014 The financial highlights of your Company for the year
ended March 31, 2023 are summarized as follows:
(Rs in lakhs)
Particulars |
For the |
For the |
|
Year ended |
Year ended |
|
31.03.2023 |
31.03.2022 |
Total Income |
5073.19 |
4749.01 |
EBITDA |
852.30 |
662.40 |
Less: Depreciation |
261.63 |
129.09 |
EBIT |
590.67 |
533.31 |
Less: Finance Cost |
132.48 |
112.09 |
Profit before |
458.19 |
421.22 |
exceptional items and |
|
|
tax |
|
|
Less: Exceptional |
- |
- |
items |
|
|
Profit Before Tax |
458.19 |
421.22 |
Less: Tax |
125.38 |
120.59 |
Profit after Tax |
332.81 |
300.62 |
a. Overview of Performance
During the Financial Year under review, the Company delivered a healthy performance
achieving a robust turnover a total revenue
` 5073.19 lakhs as againstRs4749.01 lakhs in the corresponding previous financial year.
The EBIDTA margin as a percentage of sales, has been a healthy EBITDA grew fromRs662.40
lakhs in the previous year toRs852.30 lakhs in year under review. Net profit (before tax)
grew at phenomenal growth rate of 8.78% i.e. fromRs421.22 lakhs in the previous
year toRs458.19 lakhs in the year under review. Net profit (after tax) marked a growth
rate of 10.71% i.e. fromRs300.62lakhs toRs3,3281 lakhs.
The Board of Directors commend the strong growth in the operations of the Company. The
Company operates in the multiple segments mainly comprising of Printing, Mailing,
Logistics, Scanning, Record Management & Newspaper Advertisement.
Total debt of the Company as at 31st March, 2023 stood atRs10.88 crores vis-a-vis
fromRs5.23 crores in March 2022. The Company will look forward to augment the long term
funds for expanding and diversifying the business in due course. Your Company has been
able to add new customers and strengthen its share of business in existing customers,
which resulted in a growth of sales as mentioned above. Additionally, the Company has been
able to keep a tight control on costs and process wastage, which resulted in achievement
of healthy margins. Your Company took timely and proactive measures to ensure the safety
of its employees, operations and uninterrupted services to its customers. Your company's
management shall endeavor to continue to focus on cutting costs and concentrate on better
productivity so as to overcome these uncertain and difficult times.
b. Cash Flow Statement:
The Cash Flow statement for the year 2022-2023 is attached to the Balance Sheet. c.
Dividend
Your Directors at its meeting held on 26 th May, 2023 are pleased to
recommend a dividend ofRs0.15/- per equity share amounting to Rs16.24 Lakhs
(subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961) for the
financial year ended March 31, 2023, subject to the approval of the members at the
forthcoming 14th Annual General Meeting (AGM) of the Company. The
dividend is payable to those shareholders whose names appear in the Register of Members as
on Thursday, 15th June, 2023. d. Transfer to Reserves:
The Company proposes to transfer Rs`34.21 Lakhs to the General Reserve Account during
the financial year endedMarch 31, 2023.
II. FINANCE a. Your Company continues to focus on judicious management of its
working capital. Receivables, inventories and other working capital parameters were kept
under strict check through a process of continuous monitoring. b. Deposits
In terms of sections 73 and 74 of the Act read with relevant Rules, your Company has
not accepted any fixed deposits during the year under review. c. Particulars of Loans,
Guarantees and Investments
Details of Loans, Guarantees and Investments made by your Company and covered under the
provisions of Section 186 of the Act are appended as notes to the financial statements
III. SUBSIDIARIES
As on March 31, 2023, the Company had no subsidiary, Joint Venture and Associate
companies. Further, no company ceased to be the Company's subsidiary, joint venture or
associate company during the period under review.
IV. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
The detailed review of the operations, state of performance and outlook of the Company
and its business as stipulated under Regulation 34 of SEBI Listing Regulations, is
presented in a section forming part of Annual Report under the head Management
Discussion and Analysis'.
V. DIRECTORS: a. Appointment/Re-appointment Managing Director & Whole Time
Directors
There were no changes in the composition of the Board of Directors and Key Managerial
Personnel during the year under review. b. Retires by rotation
In accordance with the applicable provisions of the Companies Act, 2013 (the
Act') and the Articles of Association of the Company, Dwarka Prasad Gattani (DIN:
06865570), Non Executive Director, retires by rotation at ensuing Annual General Meeting
(AGM') and being eligible, offers himself for re-appointment. Your Directors
recommend the re-appointment of Mr. Dwarka Prasad Gattani (DIN: 06865570), Non-Executive
Director a Director of the Company. c. Directors
There were no changes in the composition of the Board of Directors during the year
under review. d. Declaration given by the Independent Directors
All the Independent Directors have given their declarations to the Board that they meet
the criteria of independence as laid down under Section 149(6) of the Act, Regulation
16(1) (b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be
Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification
of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of
Conduct prescribed under Schedule IV of the Act.
Further, the Independent Directors have confirmed that they have included their names
in the Independent Director's databank maintained by the Indian Institute of Corporate
Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014.
The Board is of the opinion that the Independent Directors of the Company are persons
of integrity, having relevant expertise, experience (including proficiency).
During the year 2022-23 a separate meeting of Independent Director was held on February
13, 2023 without the presence of Executive Directors or management representatives and the
following matters were discussed:
Review the performance of Non-Independent Directors of the Company, except Chairman;
Review the performance of the Board as a whole;
Review the performance of the Chairman of the Company . e. Key Managerial Personnel
(KMPs)
In terms of Section 203 of the Act, the KMPs of the the Company during the financial
year 2022-23 are as follows:
Sr. |
Name of the KMP'S |
Designation |
No |
|
|
1. |
Dinesh Muddu Kotian |
Promoter, Chairman & |
|
|
Managing Director |
2. |
Deepak Pandurang Bhojane |
Whole Time Director |
3. |
Deepak Dattaram Salvi |
Whole Time Director |
4. |
Dhanraj Dayanand Kunder |
Chief Financial Officer |
5. |
Khushboo Mahesh Lalji |
Company Secretary & |
|
|
Compliance Officer |
There are no changes in the Key Managerial Personnel of the Company during the Year
under review. f. Board Effectiveness: Independent Directors' Familiarization Policy
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, the Board has framed a
policy to familiarize the Independent Directors about the Company titled
Familiarization Programme Independent Directors' (Familiarization
Policy).
The Familiarization Policy is available on the website of the Company at the weblink:
https:// www.djcorp.in/images/Familarisation%20 programme%20of%20ID.pdf The
Familiarization Policy of the Company seeks to familiarize the Independent Directors with
the working of the Company, their roles, rights and responsibilities with respect to the
Company, the industry in which the Company operates, business model, etc. g. Board
Evaluation
Pursuant to the provisions of the Act and the SEBI
Listing Regulations , the Board has carried an evaluation of (i) its own performance,
(ii) each director's performance individually, and (iii) the performance of its
Committees. The manner of evaluation has been explained in the Corporate Governance Report
forming part of this Annual
Report. h. Criteria for selection of Directors, KMPs and Senior leadership positions
and their remuneration
On the recommendation of the Nomination and Remuneration Committee, the Board of
Company has adopted a policy for selection and appointment of Directors, Key Managerial
Personnel and Senior Management and their remuneration. The policy is available on the
Company's website at the weblink: https://www.djcorp.in/images/
Nomination%20and%20remuneration%20Policy.pdf The policy contains, inter-alia, principles
governing Directors', KMPs, Senior Management Personnel appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of
Directors, etc.
VI. MEETINGS OF THE BOARD
During the financial year 2022-23, 6(six) Board meetings were convened.
The details of Board and Committee meetings held during the year under review, are
given in the Corporate Governance Report, forming part of this Annual Report. The gap
between these meetings was within the prescribed period under the Act and the SEBI Listing
Regulations.
VII. COMMITTEES OF BOARD: a. Audit Committee
During the financial year 2022-23, 6(six) Audit Committee meetings were convened. The
composition of the Audit Committee is given in the Corporate Governance Report, forming
part of this Annual Report. The Board has accepted all recommendations of the Audit
Committee during the year under review. b. Nomination and Remuneration Committee:
During the financial year 2022-23, 1(one) Nomination and Remuneration Committee meeting
was convened. The composition of theNomination and Remuneration Committee is given in the
Corporate Governance Report, forming part of this
Annual Report. c. Stakeholders' Relationship Committee:
During the financial year 2022-23, 1(one) Stakeholders' Relationship Committee
meeting was convened. The composition of theStakeholders' Relationship Committee is given
in the Corporate Governance Report, forming part of this Annual
Report. d. Familiarization Program
Your Company has been familiarizing the Independent Directors on its Board with
detailed presentations by its business functional heads on the Company operations,
strategic business plans, new products and technologies, including significant aspects of
the Industry and its future outlook.
VIII.PARTICULARS OF CONTRACTS WITH RELATED
PARTIES / RELATED PARTY TRANSACTIONS
In accordance with the relevant provisions of the Act and rules framed thereunder and
Regulation 23 of the SEBI Listing Regulations, the Company has in place Related Party
Transaction (RPT) Policy. All related party transactions (RPT)
entered into during the financial year 2022-23 were in accordance with the Company's RPT
Policy and on an arms' length basis and in the ordinary course of business. All RPTs are
placed before the Audit Committee and the Board for approvals.
The Information on transactions entered with related parties pursuant to Section
134(3)(h) the Act and Rules made thereunder disclosure of particulars of material
transactions with related parties entered into by the Company with related parties in the
prescribed in Form AOC2 for the financial year 2022-23 is enclosed to this report as
Annexure I.
Your Company did not enter into any material RPTs during the year under review. The
RPT Policy as approved by the Board is uploaded on the Company's website and is available
at the weblink: https://www. djcorp.in/pages/POLICY%20ON%20RELATED%20
PARTY%20TRANSACTIONS.pdf
IX. INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY
The Act introduced regulations with focus on control and compliance requirements, in
light of which, the Company has laid down internal financial controls across various
processes prevalent in the organization. These controls have been established at the
entity as well as process level and are designed to ensure compliance to internal control
requirements, regulatory compliance and enable appropriate recording of financial and
operational information. The Company has reviewed the effectiveness of its internal
financial controls by adopting a systematic approach to assess the design and its
operating effectiveness. During the financial year 2022-23, such controls were tested and
no reportable material weakness in the design or operation was observed. The Company is
following all the applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements.
X. AUDITORS AND AUDITORS' REPORT: a) Statutory Auditors & their Report
The Company's Statutory Auditors, M/s. ADV
& Associates., Chartered Accountants (firms' a registration no: 128045W) were
appointed as Statutory Auditors of the Company for a period of five consecutive years at
the 10 th Annual General Meeting held on September 30, 2019 on a remuneration
mutually agreed upon by the Board of Directors and the Statutory Auditors.
The requirement of seeking ratification of members for continuing the appointment
of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017
w.e.f. May 7, 2018.
M/s. ADV & Associates., Chartered Accountants have confirmed that they are eligible
and are in compliance with the provisions specified under Section 141(3)(g) of the Act and
they are not disqualified to act as Statutory Auditors in terms of the provisions of
Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014.
The Report of the Statutory Auditor forming part of the Annual Report, does not contain
any qualification, reservation, adverse remark or disclaimer. The observations made in the
Auditors' Report are self-explanatory and therefore do not call for any further comments. b)
Secretarial Auditor & their Report
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Ekata
Agrawal & Associates, Company Secretaries in Practice, to undertake the Secretarial
Audit of the Company for the financial year ended March 31, 2023.
The Secretarial Audit Report for the financial year ended March 31, 2023 is enclosed to
this report as Annexure II. The Secretarial Audit Report is
self-explanatory and thus does not require any further comments. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.
The Company is in compliance with the Secretarial Standards issued by the Institute of
Company Secretaries of India. In addition to the above and pursuant to SEBI circular dated
February 8, 2019, a report on Secretarial Compliance for the financial year 2022-23 has
been submitted to Bombay Stock Exchange Limited & National Stock Exchange of India
Limited.
c) Internal Auditor
The Board, upon the recommendation of the Audit Committee, has appointed M/s. Hardik
Shethiya & Associates, Chartered Accountants bearing Firm Registration Number: 154908W
as the Internal Auditors of the Company for the financial year ended 2023-24. M/s Hardik
Shethiya & Associates, Chartered Accountants have confirmed their eligibility and have
granted their consent to act as Internal Auditors of the Company for the financial year
2023 - 24.
d) Cost Auditor
The Company is not required to appoint Cost Auditor and maintain a cost records during
the year under review
XI. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details regarding energy conservation, technology absorption and foreign
exchange earnings and outgo' as required under Section 134(3)(m) of the Act read with rule
8(3) of the Companies (Accounts) Rules, 2014 are mentioned below: a) Conservation of
Energy
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy have not been furnished considering the nature of activities
undertaken by the Company during year under review. But the Company continues to
strengthen its energy conservation efforts We are always in lookout for energy efficient
measures for operation, and value conservation of energy through usage of latest
technologies for quality of services. Although the equipments used by the Company are not
energy sensitive by their very nature, still the Company is making best possible efforts
for conservation of which assures that the computers and all other equipments purchased by
the Company strictly adhere to environmental standards, and they make optimum utilization
of energy.
b) Research and Development (R&D)
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
technology absorption have not been furnished considering the nature of activities
undertaken by the Company during the year under review. c) Technology absorption
adaptation and innovation
In this era of competition, in order to maintain and increase the clients and
customers, we need to provide best quality services to our clients and customers at
minimum cost, which is not possible without innovation, and adapting to the latest
technology available in the market for providing the services. d) Foreign Exchange
Earnings and Outgo:
Amount (Rs in lakhs)
Total Foreign Exchange Inflow |
Nil |
Total Foreign Exchange outflow |
Nil |
XII. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of ethics and
governance, resulting in enhanced transparency for the benefit of all stakeholders. The
Report on Corporate Governance as stipulated under Regulation 27 of the SEBI Listing
Regulations forms part of this report as Annexure III. The Company is
in full compliance with the requirements and disclosures made in this regard. The
requisite Certificate from M/s. Ekata Agrawal & Associates, Company Secretaries in
Practice, confirming compliance of the Corporate Governance requirements is annexed to the
Corporate Governance Report, forming part of this Directors' Report.
XIII. CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review, the Company has . not developed the policy on Corporate
Social Responsibility as the Company does not fall under the prescribed classes of
Companies mentioned under Section 135 (1) of the Companies Act, 2013.
XIV. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has in place a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of your
Company's Code of Conduct.
Under the vigil mechanism of the Company, which also incorporates a Whistle Blower
Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures
can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter
to the Chairman of the Audit Committee. Adequate safeguards are provided against
victimization to those who avail of the mechanism.
The Whistle Blower Policy is available on the Company's website at the weblink:
https://www. djcorp.in/pages/Whistle%20Blower%20Policy-%20 Vigil%20Mechanism.pdf
XV. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE
As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy
on prevention, prohibition and redressal of sexual harassment at workplace. This has been
widely communicated internally. Your Company has constituted Internal Complaints
Committee' to redress complaints relating to sexual harassment at its workplaces. The
Company has not received any complaints relating to sexual harassment during financial
year 2022-23.
XVI.SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS OR COURTS
There are no significant or material orders passed by any Regulators / Courts which
would impact the going concern status of the Company and its future operations.
XVII. ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual
Return of the Company for the financial year ended March 31, 2023 has been uploaded on the
website of the Company and can be accessed at www.djcorp.in
XVIII. INFORMATION PURSUANT TO SECTION
197(12) OF THE ACT
Disclosures pertaining to remuneration and other required information pursuant to
Section 197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of
employees of the Company, is provided herewith as Annexure IV and forms
part of this Report. However, as per the proviso to Rule 5, the Directors' Report and the
Financial Statements for the financial year ended March 31, 2023 are being sent to the
members, excluding the statement giving particulars of employees under Section 197(12).
XIX. COMPLIANCE OF ACCOUNTING STANDARDS
As per requirements of the SEBI Listing Regulations and applicable Accounting
Standards, your Company has made proper disclosures in the Financial Statements. The
applicable Accounting Standards have been duly adopted pursuant to the provisions of
Sections 129 and 133 of the Act.
XX. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards (SS-1 and SS-2), issued by
the Institute of Company Secretaries of India and forming part of the Act, on meetings of
the Board of Directors and General Meetings.
XXI. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best
of their knowledge and belief and according to the information and explanations
obtained/received from the operating Management, your Directors make the following
statement and confirm 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; e. the directors, had laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate were operating effectively; and f. the directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate.
XXII. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditors reported to the Audit Committee, of any instances of fraud in the Company by its
officers or employees, required under Section 143(12) of the Act.
XXIII. MATERIAL CHANGES AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments other than in the normal course of business have
occurred after the close of the year till the date of this Report, which affect the
financial position of the Company.
XXIV. CHANGE IN THE NATURE OF COMPANY'S
BUSINESS
There has been no change in the nature of business of the Company
XXV. RISK MANAGEMENT POLICY
The provisions of Regulation 21 (Risk Management Committee) of the SEBI Listing
Regulations not apply to our Company. However, pursuant to Regulation 17(9) of the SEBI
Listing the Company has implemented a Risk Management framework which is comprehensive in
nature, providing guidance on identification and of the various risks that the Company may
face in the conduct of its business.
The specific objectives of this framework are:
To identify and assess various business risks arising out of internal and external
factors that affect the business of the Company;
To work out methodology for managing and mitigating the risks;
To establish a framework for the Company's risk management process and to ensure its
implementation;
To enable compliance with appropriate regulations, wherever applicable, through the
adoption of best practices; and
To assure business continuity, sustained growth as with financial stability
XXVI. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from various stakeholders including financial institutions and
banks, Government authorities and other business associates who have extended their
valuable support and encouragement during the year under review.
Your Directors take this opportunity to place on record their appreciation for the
committed services rendered by the employees of the Company at all levels, who have
contributed significantly towards the Company's performance and for enhancing its inherent
strength. Your Directors also acknowledge with gratitude the encouragement and support do
extended by our valued shareholders.
For and on behalf of the Board For DJ Mediaprint & Logistics Limited Sd/-
|
Dinesh Kotian |
|
Chairman & Managing Director |
|
DIN: 01919855 |
Date: 26.05.2023 |
|
Place: Mumbai |
|