Dear Members,
Your Board of Directors ("Board") present the Fourteenth (14th) Annual Report of Dangee Dums Limited ("the Company") along with the Audited Financial Statements and the Auditor's Report for the financial year ended March 31, 2024.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").
(Rs. in Lakh except EPS)
2. SHARE CAPITAL :
During the year under review, there was no change in the Authorized share Capital, Issued, Subscribed and Paid-up Share Capital of the Company.
The Authorized share capital for the year ended on March 31, 2024 is Rs.16,00,00,000/- divided into 16,00,00,000 equity shares of Re. 1/- each. The paid up share capital of the Company for the year ended on March 31, 2024 is Rs. 15,39,75,000/- divided into 15,39,75,000/- equity shares of Re. 1/- each.
(A) Status of dematerialisation of shares :
The members are aware that the Company's equity shares are compulsorily tradable in electronic form. As on March 31, 2024, the Company's paid-up capital represents a total of 15,39,75,000 shares of Re. 1/- each. Out of these, 15,39,74,840 shares of Re. 1/- each are held in dematerialized form, while 160 shares of Re. 1/- each remain in physical form.
(B) Status of issue of shares:
Your Company has not issued any equity shares with differential rights, sweat equity shares, employee stock options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 62 of the companies Act, 2013 respectively.
3. DIVIDEND :
During the year, your Company has incurred loss and therefore do not recommend any dividend for the year ended March 31, 2024.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid / unclaimed dividend, therefore, provisions of Section 125 of the Companies Act, 2013 do not apply.
5. CHANGE IN THE NATURE OF BUSINESS, IF ANY :
During the year under review, there is no change in the nature of business of the Company.
6. TRANSFER TO RESERVES :
In accordance to the provisions of Section 134(3)(j) of the Companies Act, 2013, (hereinafter "the Act") the Company has not proposed any amount to transfer to the General Reserves of the Company for the financial year ended on March 31, 2024.
7. MANAGEMENT DISCUSSION AND ANALYSIS :
The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report ("Annexure - A").
8. SUBSIDIARY. JOINT VENTURES AND ASSOCIATE COMPANIES :
During the year under review, your Company has no subsidiaries, joint ventures or associate companies.
9. PUBLIC DEPOSIT :
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
10. PARTICULARS OF LOAN. GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 :
The details of the loans, guarantees and investments are provided in the notes to the audited financial statements annexed with the Annual Report.
11. CORPORATE GOVERNANCE :
Your Company has designed the corporate governance structure to ensure compliance with laws and regulations in true letter and spirit.
The Corporate Governance Report for the year under review, as stipulated under Regulation 27 of SEBI (LODR) Regulations 2015 is given as "Annexure-B" to this report.
12. DIVIDEND DISTRIBUTION :
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare Dividend Distribution policy.
13. ANNUAL RETURN :
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2024 is available on the website of the Company at www.dangeedums.com.
14. DIRECTORS & KEY MANAGEMENT PERSONNEL :
During the year under review, there was a change in the composition of the Board of Directors and Key Managerial Personnel of the Company.
14.1 CHANGE IN DIRECTORS
• Resignation:
Mr. Umang Brijmohan Saraf (DIN : 00510800) stepped down as a Non-Executive, Independent Director of the Company with the effect from August 12, 2023 due to completion of his tenure and pre-occupation and other assignments.
• Appointment:
Mr. Atulkumar Chandrakantbhai Patel (DIN :09796668) who was appointed by the board as an Additional Director under the category of Non - Executive, Independent Director of the Company effective from August 12, 2023, has been appointed as Non-Executive, Independent Director of the Company for a term of five (5) consecutive years in the Annual General Meeting held on September 29, 2023.
14.2 KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:
1. Mr. Nikul Jagadishchandra Patel, Managing Director;
2. Mr. Ketan Jagadishchandra Patel, Chief Financial Officer;
3. Ms. Twinkle Chheda, Company Secretary and Compliance Officer.
Mrs. Nilam Viren Makwana ((ICSI Membership number - A47363) tendered her resignation from the post of Company Secretary and Compliance Officer of the Company with the effect from closing hours of January 10, 2024.
Ms. Twinkle Chheda, (ICSI Membership number - A42595) was appointed as Company Secretary and Compliance Officer of the Company with effect from January 11, 2024.
14.3 COMPOSITION OF THE BOARD :
The Composition of the Board is in conformity with Regulation 17 of the Listing Regulation read with Section 149 of the Act with an optimum combination of Executive, Non-Executive and Independent Directors.
As on March 31, 2024, our Board comprised of six (6) Directors, including Executive, Non-Executive and Independent Directors, all of whom bring extensive industry expertise and knowledge.
Detailed profiles of each Director are available on the Company's official website at the provided web link: https://www.dangeedums.com/pub/media/gz/investor/images/OUR_DIRECTORS.pdf
14.4 MEETINGS OF THE BOARD :
For the Financial Year 2023-24, the Board of Directors held a total of seven (7) meetings. The specific dates on which the meetings were held are May 30, 2023, August 03, 2023, August 12, 2023,September 02, 2023, November 09, 2023, January 10, 2024 and February 13, 2024.
These meetings ensured that the board fulfilled its duties and responsibilities throughout the year.
14.5 RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
In Accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mrs. Foram Nikul Patel (DIN : 02017816) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered her candidature for re-appointment. As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.
Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.
14.6 DECLARATION FROM INDEPENDENT DIRECTOR:
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the SEBI Listing Regulations, that he meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations.
In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.
In the opinion of the Board, all Independent Directors possess the requisite qualifications, experience, and expertise, and uphold high standards of integrity necessary to discharge their duties with objective, independent judgment, free from any external influence. The Independent Directors embodies a diverse array of key skills, expertise, and core competencies. Furthermore, the Independent Directors have registered their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs, in compliance with Section 150 of the Companies Act and Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.
14.7 INDEPENDENT DIRECTORS' MEETING:
During the year under review the Independent Directors duly met on March 06, 2024 without the attendance of Non-Independent Directors and members of the management and the quorum was present throughout the meeting. Pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013, the Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of the Company, taking into account the views of Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
14.8 DIRECTOR(S) DISCLOSURE:
Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.
15. COMMITTEES OF THE BOARD :
During the year under review, the Company had three (3) Committees of the Board. Details regarding the composition, charters, and meetings held for these committees are provided in the Corporate Governance Report, which forms part of this Annual Report.
a) Audit Committee
b) Nomination and Remuneration Committee and
c) Stakeholders Relationship Committee
The details of Composition of the above-mentioned Committees are also available on the Company's website https://ww- w.dangeedums.com/pub/media/gz/investor/images/Board_Committees_3.pdf
16. POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION :
In accordance with Section 178 of the Act with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee ("NRC"), details of which has been disclosed in the Corporate Governance Report forming part of this Annual Report and your Company has also formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.
We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.
The details of the Policy is available on the Company's website https://www.dangeedums.com/pub/media/gz/inves- tor/images/9._NOMINATION_AND_REMUNERATION_POLICY.pdf
17. COMPLIANCE OFFICER :
Ms. Twinkle Chheda is the Compliance Officer of the Company.
18. VIGIL MECHANISM :
The Company has adopted a Whistle Blower Policy pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide Directors and employees an avenue to lodge Complaints, in line with the commitment of Company to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whistle-blowing in good faith.
The purpose of this policy is to provide a framework to protect employees wishing to raise a concern about serious irregularities within the Company. It is affirmed that no personnel of the Company have been denied to access to the Chairman of Audit Committee.
The following is a summary of Protected Disclosures received and disposed off during the year 2023-24:
No. of Protected Disclosures received : NIL No of Protected Disclosures disposed off : NIL
The details of the policy have been disclosed in the Corporate Governance Report, which forms a part of the Annual Report and is also available on https://www.dangeedums.eom/pub/media/gz/investor/images/1._V_~ GIL_MECHANISM-WHISTLE_BLO WER_POLICY.pdf
19. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT :
In terms of Regulation 39 of the Listing Regulations, none of the shares of the Company lying in the suspense account.
20. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD :
The board of your Company is committed to maintaining high standards of corporate governance. As part of this commitment, an annual evaluation of the board's performance is conducted to ensure that it operates effectively and fulfills its responsibilities to the company and its stakeholders. The evaluation process involves a comprehensive review of the board's composition, structure, and performance. This exercise was carried out through a structured evaluation process covering various aspects of the board's functioning such as composition of the board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, and governance issues. The actions taken in response to the evaluation will help ensure that the board continues to operate effectively and in the best interest of the company and its stakeholders.
21. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :
There are no subsequent events between the end of the financial year and the date of this report which have a material impact on the financial of the Company.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE :
During the year under review, there are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company's operations in future.
23. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES :
During the year under review, all contracts, arrangements, or transactions entered into by the Company with related parties were conducted in the ordinary course of business and on an arm's length basis. There were no materially significant Related Party Transactions (RPTs) that required shareholders' approval under Regulation 23 of the Listing Regulations. Additionally, there were no RPTs with the Company's Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the interests of the Company at large.
For related party transactions that are repetitive in nature and occur in the ordinary course of business on an arm's length basis, prior omnibus approval was obtained. Details of these transactions, pursuant to each omnibus approval granted, were reviewed quarterly by the Audit Committee. The particulars of Contracts or Arrangements made with related parties, as required under section 134(3)(h), are disclosed in the prescribed form (Form AOC-2), which is attached to this Report as "Annexure - F".
In compliance with the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a policy on dealing with RPTs. This policy ensures proper reporting, approval, and disclosure processes for all transactions with related parties. The policy can be accessed on the Company's website at https://w- ww.dangeedums.com/pub/media/gz/investor/images/Policy_on_Related_Party_Transactions.pdf
24. AUDITORS :
24. 1 STATUTORY AUDITORS:
M/s. J. T. Shah & Co., Chartered Accountants, (Firm Registration No. 109616W), have been appointed as Statutory Auditors of the Company for a second tenure of 5 years i.e from conclusion of 12th Annual General Meeting held on 28th September, 2022 till the conclusion of the 17th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company. Pursuant to the amendments of Section 139 of the Companies Act, 2013 by the Companies Amendment Act, 2017 notified on May 7, 2018, the requirement of ratification of their appointment by the Members has been withdrawn.
The Notes to the financial statements referred in the Auditors Report are self-explanatory. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reportand therefore do not call for any comments under Section 134 of the Companies Act, 2013. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.
24.2 SECRETARIAL AUDITOR :
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Khandelwal Devesh & Associates, a firm of Company Secretaries in Practice, to undertake the secretarial Audit of the Company for FY2024. The Report of the Secretarial Audit is annexed herewith as "Annexure- C". The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Board, at its meeting held on May 28, 2024, has re-appointed M/s Khandelwal Devesh & Associates, as Secretarial Auditor, for conducting Secretarial Audit of the Company for the year 2024-25 &2025-26.
24.3 INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. Barkha Deshmukh & Associates, Company Secretaries as the Internal Auditor of the Company effective from August 30, 2022.
24.3 COST AUDITORS:
In terms of the provisions of Section 148 of the Act, the appointment of the Cost Auditors does not apply to the Company.
24.4 REPORTING OF FRAUDS BY AUDITORS :
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of fraud committed against your Company by its officers or employees to the Audit Committee or the Board, under Section 143 (12) of the Act.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :
Your Company is continuously striving towards conservation of energy across all its units. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure E".
27. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY :
The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.
28. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
As per the requirement of Section - 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. The said Committee shall hold office for a period not exceeding 3 (three) years. The Board in their meeting held on May 28, 2024 has re-constitute the Internal Complaints Committeedue to expiry of the said term as under:
Your directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROL :
The Company has in place adequate internal financial controls with reference to financial statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company's internal financial controls relating to its financial statements.
30. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Act, the Directors of your Company, to the best of their knowledge and ability and based upon representations from the Management, hereby confirm that:
a) In the preparation of the Annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.
b) They have selected such accounting policies and applied them consistently and made judgment and estimates that were 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 under review.
c) They have 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) They have prepared the annual accounts on a going concern basis.
e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. REGISTRAR AND SHARE TRANSFER AGENT :
Your Company has appointed M/s. Bigshare Services Private Limited as its Registrar and Share Transfer Agent.
32. MATERIAL DEVELOPMENTS IN HUMAN RESOURCE:
Our Company considers its Human Resources as the key to achieving its objectives. We firmly believe that a well-planned Human Resource Management program tailored to our organization and staff can significantly improve our business's bottom line.
Our teams are integral to our business. We have embraced a culture of excellence and meritocracy to nurture our people. We believe in selecting the right talent, training them, and instilling in them the spirit of our employees. We focus on developing a superior workforce so that both the organization and individual employees can accomplish their work goals in service to customers. Our aim is to achieve advanced flexibility, innovation, competitive advantage, and improved business performance. The employees are sufficiently empowered, and such a work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the company's vision. Our company appreciates the spirit of its dedicated employees.
33. INSOLVENCY AND BANKRUPTCY CODE :
During the Financial year ended on March 31, 2024, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.
34. THE 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 :
Not applicable during the year under review.
35. LISTING :
The Trading Equity Shares of the Company are listed on National Stock Exchange. The ISIN of the Company is INE688Y01022. The Company has paid the Annual Listing fees for the year 2024-25.
36. SECRETARIAL STANDARDS :
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
37. WEB ADDRESS OF ANNUAL RETURN :
Pursuant to Section 92(3) and Section 134 (3) (a), web address of the annual return as on March 31, 2024 in form MGT-7 is https://www.dangeedums.com/investor-center?detail=disdosure-under-regulation-46-2-of-sebi-lodr-regulations.
38. OTHER DISCLOSURES / REPORTING :
The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Companies Act, 2013.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise.
c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to in this Report.
d) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
39. ACKNOWLEDGEMENT :
The Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers, and other business associates for their excellent support and cooperation.
The Directors gratefully acknowledge the ongoing cooperation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI, and other Regulatory Bodies.
The Directors place on record their deep appreciation to employees at all levels for their hard work, dedication, and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain resilient during these unfavorable times.
The Board also appreciates the support and cooperation received from suppliers, distributors, retailers, vendors, and other associates. The Company views them as partners in its progress and endeavors to build and nurture strong links based on mutual benefits, respect, and cooperation, consistent with consumer interests.
The Directors extend their thanks to all shareholders, clients, vendors, banks, government and regulatory authorities, and stock exchanges for their continued support.