D & H India Limited

Rajes Digitally signed by Rajesh Sen Date: 2023.09.05 h Sen 12:22:30 +05'30'

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ANNUAL REPORT 2022-2023

D & H INDIA LIMITED

INDEX

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CONTENTS PAGE NO
Notice of Annual General Meeting 3
Board’s Report 21
Management Discussion and Analysis 37
Report on Corporate Governance 39
Auditor’ Report on Standalone Financial Statement 55
Standalone Balance Sheet 66
Standalone Statement of Profit & Loss 67
Standalone Cash flow Statement 68
Auditor’ Report on Consolidated Financial Statement 94
Consolidated Balance Sheet 102
Consolidated Statement of Profit & Loss 103
Consolidated Cash Flow Statement 104
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BOARD OF DIRECTORS

Mr. Sunil Kathariya : Chairman of the Board- Independent Director 1. Mr. Harsh Vora : Managing Director 3. Mr. Saurabh Vora : Whole-time Director 4. Mrs. Atithi Vora : Women Non-Executive Director 5. Mr. Sushil Ratanlal Rawka : Non-Executive Director 6. Mr. Eshanya Biharielall Guppta : Independent Director 7. Mr. Balraj Kishore Namdeo : Independent Director 8. Mrs. Suhani Doshi : Women Non-Executive Director AUDIT COMMITTEE 1. Mr. Eshanya Biharielall Guppta : Independent Director – Chairman 2. Mr. Sunil Kathariya : Independent Director – Member 3. Mr. Balraj Kishore Namdeo : Independent Director – Member 4. Mr. Sushil Ratanlal Rawka : Non-Executive Director – Member STAKEHOLDER RELATIONSHIP COMMITTEE 1. Mr. Sushil Ratanlal Rawka : Non-Executive Director – Chairman 2. Mr. Sunil Kathariya : Independent Director – Member 3. Mr. Saurabh Vora : Whole-time Director – Member NOMINATION AND REMUNERATION COMMITTEE 1. Mr. Eshanya Biharielall Guppta : Independent Director – Chairman 2. Mr. Sunil Kathariya : Independent Director – Member 3. Mr. Sushil Ratanlal Rawka : Non-Executive Director – Member COMPANY SECRETARY CHIEF FINANCIAL OFFICER CS Rajesh Sen Mr. Rajesh Songirkar AUDITORS SECRETARIAL AUDITORS Devpura Navlakha & Co. , D K Jain & Co. Chartered Accountant Company Secretaries 13, Timothy Building, 401, Silver Ark Plaza, 20/1, New Palasia 75 S. S. Gaikwad Marg, Indore – 452 001 Opp. Metro Cinema, Mumbai-400002

INTERNAL AUDITORS:

Ashish K Jain & Associates Chartered Accountant 130 Kanya Kunj Nagar Airport Road, Indore-452001

BANKERS:

HDFC Bank Ltd.

REGISTERED OFFICE:

A - 204, Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai – 400 086 Website: www.dnhindia.com Email: [email protected] Phone: 022-25006441

ADMINISTRATIVE OFFICE CUM WORKS:

Plot ‘A’, Sector ‘A’, Industrial Area, Sanwer Road, Indore – 452 015 (M.P.) Phone: 0731-2973501 Email: [email protected] Website :www.dnhindia.com

OTHER WORKS / PLANTS:

Village Sejvaya, Dhar Road, Ghatabillod, District Dhar, (MP)
Plot no. 115-116, Zone B Industrial Growth Center, Village Borai, Post Rasmada, District Durg, Chhattisgarh

SHARE TRANSFER AGENT:

Ankit Consultancy Pvt. Ltd. Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P.) 452 010, Phone: 0731-2551745, Email: [email protected], [email protected]

STOCK EXCHANGE:

BSE Ltd. Scrip Code: 517514

NOTICE

Notice is hereby given that the 38[th ] Annual General Meeting (AGM) of the members of D & H India Limited (CIN: L28900MH1985PLC035822) will be held on Saturday, the 30[th ] day of September, 2023 at 1:00 P.M . through Video Conferencing or Other Audio Visual Means VC/OAVM for which purpose the Registered Office situated at A–204, 2[nd] Floor Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai–400086 (M.H.) shall be deemed as the venue for the Meeting, to transact the following businesses:

ORDINARY BUSINESSES :

To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company containing the Audited Balance Sheet as at 31[st ] March, 2023 and the Statement of Profit & Loss and Cash Flow along with statement of changes in equity for the year ended 31[st ] March, 2023 and the Reports of the Board’s and Auditors thereon.
To appoint a Director in place of Mr. Harsh Vora (DIN: 00149287), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. To confirm the revision in remuneration of Mr. Saurabh Vora, (DIN 02750484) Whole-Time Director:

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of section 190, 196, 197, 198, 203 read with Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, SEBI (LODR) Regulation, 2015 and other applicable provisions, if any, including any statutory modifications or re-enactment thereof for the time being enforced, and on the recommendation of the Nomination and Remuneration Committee, the approval of the members of the Company be and is hereby accorded for revision in the remuneration of Mr. Saurabh Vora, (DIN 02750484) Whole-time Director of the Company w.e.f. 1[st] December, 2022 for the remaining part of his tenure till 30[th] September, 2023 on such terms and conditions as given below:”

1. Remuneration: Gross Salary & Perquisites: Maximum upto Rs. 10,00,000/- p.m.

The Whole-time Director shall be entitled for the following perquisites and other benefits within the above said limit as may be decided by the Board and the same may be by way of perquisites and allowances payable or reimbursement, such as;

(a) House rent allowance/rent free accommodation, house maintenance allowance,
(b) Allowances for utilities such as gas, electricity, water, furnishing, repairs,
(c) Servants salaries,
(d) Medical reimbursement as per policy of the Company,
(e) Group mediclaim/accidental insurance/life insurance / keyman insurance Premium: Actual Premium as may be determined by the Insurance Company.
(f) Leave travel concession for himself and his family, as per policy of the Company
(g) Club fees, maximum upto 2 clubs (Excluding life membership fee)

2. Other exempted benefits:

In addition to the above, he shall be entitled for the following benefits, which shall not be considered as remuneration within the provisions of the Schedule V of the Companies Act, 2013: (a) Payment of gratuity as per the rules of the Company.

(b) Contribution to PF, FBF and Super annuation funds as per rules of the Company.
(c) Leave encashment upto 15 days for every completed year in the employment, payable in each year as per rules of the Company.
(d) Directors Obligation Insurance Premium: Actual Premium as may be determined by the Insurance Company.

3. Facilities:

(a) The Company shall provide Company’s Car with driver for the Company’s work and if the Car is not provided, the Company shall reimburse Car/taxi expenses on actual basis.
(b) The Company shall provide telephone/cell phone and internet facilities at the residence of the Whole-time Director.

4. Minimum Remuneration

In the event of no profit or inadequacy of profits in any Financial Year, during the tenure of Mr. Saurabh Vora (DIN: 02750484) as the Whole-time Director of the Company the aforesaid Remuneration as approved by the Members and as confirmed by the Board within the limit approved by the members, shall be considered as the minimum remuneration payable by the company to him.

5. Other Terms and Conditions:

The other terms and conditions are below:

Mr. Saurabh Vora as Executive Director shall be entrusted with the management of the Company under the direction, superintendence and control of the Managing Director and the Board of Directors of the Company.
His tenure as Director will not be affected by the alterations in the terms and conditions of his appointment.
The appointment of Mr. Saurabh Vora as the Whole-time Director of the Company, liable to retire by rotation.
Board/Nomination and Remuneration Committee of the Company is authorized to alter, modify within the aforesaid limits or null all or any of the components of the remuneration of Mr. Saurabh Vora, subject to the applicable provisions of the Companies Act, 2013 or as may be agreeable to Mr. Saurabh Vora.
No sitting fees shall be payable to Mr. Saurabh Vora for attending the meetings of the Members. Board or any Committee thereof.
There shall be clear relation of the Company with Mr. Saurabh Vora as “the EmployerEmployee” and each party may terminate the above said appointment with three months’ notice in writing or salary in lieu thereof.

RESOLVED FURTHER THAT Mr. Saurabh Vora, the Whole-time Director shall also be entitled to reimbursement of actual entertainment, travelling time to time to perform his duties as per rules of the Company.

RESOLVED FURTHER THAT the Nomination and Remuneration Committee and the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things and to decide breakup of his remuneration within the permissible limits in its absolute discretion as may considered necessary, expedient or desirable and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, without seeking any approval of the members as may be otherwise considered by it to be in the best interest of the Company.

4. To confirm the Revision in remuneration of Mr. Harsh Vora, (DIN 00149287) Managing Director:

To consider & if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of section 190, 196, 197, 198, 203 read with Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, SEBI (LODR) Regulation, 2015 and other applicable provisions, if any, including any statutory modifications or re-enactment thereof for the time being enforced, on the recommendation of the Nomination and Remuneration Committee, the approval of the members of the Company be and is hereby accorded for revision in the

remuneration of Mr. Harsh Vora , (DIN 00149287) Managing Director of the Company w.e.f. 1[st ] December, 2022 for the remaining part of his tenure till 30[th] September, 2023 on such terms and conditions as given below:

Remuneration: Gross Salary & Perquisites: Maximum upto Rs. 12,50,000/- p.m.

The Managing Director shall be entitled for the following perquisites and other benefits within the above said limit as may be decided by the Board and the same may be by way of perquisites and allowances payable or reimbursement, such as;

(a) House rent allowance/rent free accommodation, house maintenance allowance,
(b) Allowances for utilities such as gas, electricity, water, furnishing, repairs,
(c) Servants’ salaries,
(d) Medical reimbursement as per policy of the Company,
(e) Group Mediclaim/accidental insurance/life insurance / keyman insurance Premium: Actual Premium as may be determined by the Insurance Company.
(f) Leave travel concession for himself and his family, as per policy of the Company
(g) club fees, maximum upto 2 clubs (Excluding life membership fee)

2. Other exempted benefits:

In addition to the above, he shall be entitled for the following benefits, which shall not be considered as remuneration within the provisions of the Schedule V of the Companies Act, 2013:

(a) Payment of gratuity as per the rules of the Company.
(b) Contribution to PF, FBF and \Super annuation funds as per rules of the Company.
(c) Leave encashment upto 15 days for every completed year in the employment, payable in each year as per rules of the Company.
(d) Directors Obligation Insurance Premium: Actual Premium as may be determined by the Insurance Company.

3. Facilities:

(a) The Company shall provide Company’s Car with driver for the Company’s work and if the Car is not provided, the Company shall reimburse Car/taxi expenses on actual basis.
(b) The Company shall provide telephone and Cell with internet facility at the residence of the Managing Director.

4. Minimum Remuneration:

In the event of no profit or inadequacy of profits in any Financial Year, during the tenure of Mr. Harsh Vora (DIN: 00149287) as Managing Director of the Company the aforesaid Remuneration as approved by the Members and as confirmed by the Board within the limit approved by the members, shall be consider as the minimum remuneration payable by the company to the Managing Director.

5. Other Terms and Conditions:

The other terms and conditions are below:

Mr. Harsh Vora shall be entrusted with the management of the Company under the direction, superintendence and control of the Board of Directors of the Company.
His tenure as Managing Director will not be affected by the alterations in the terms and conditions of his appointment.
The appointment of Mr. Harsh Vora as the Director of the Company, liable to retire by rotation.
Board/Nomination and Remuneration Committee of the Company is authorized to alter, modify within the aforesaid limit or null all or any of the components of the remuneration of Mr. Harsh Vora, subject to the applicable provisions of the Companies Act, 2013 or as may be agreeable to Mr. Harsh Vora.
No sitting fees shall be payable to Mr. Harsh Vora for attending the meetings of the Members, Board or any Committee thereof.

There shall be clear relation of the Company with Mr. Harsh Vora as “the EmployerEmployee” and each party may terminate the above said appointment with six months’ notice in writing or salary in lieu thereof.

RESOLVED FURTHER THAT Mr. Harsh Vora, the Managing Director shall also be entitled to reimbursement of actual entertainment, travelling time to time to perform his duties as per rules of the Company.

To re-appoint Mr. Saurabh Vora (DIN: 02750484) as the Whole-time Director of the company for a further period of 3 years w.e.f. 1[st ] Oct., 2023 and to consider & if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“RESOLVED THAT upon the recommendation of the Nomination and Remuneration Committee of the Board and the approval of the Board of Directors of the Company, pursuant to the provisions of section 190, 196, 197, 203 read with the provisions of Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 and other applicable provisions if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being enforce), the members hereby accord their approval for the re-appointment of Mr. Saurabh Vora (DIN: 02750484) as the Whole-time Director and designated as the Joint Managing Director of the Company for a further period from 1[st ] October, 2023 to 30[th] September, 2026, on such terms and conditions as set out in the explanatory statement annexed to the notice convening this meeting.

FURTHER RESOLVED THAT in the event of no profit or inadequacy of profits in any Financial Year, during the tenure of Mr. Saurabh Vora as Whole Time Director of the Company the aforesaid Remuneration shall be consider as the minimum remuneration payable by the company to the Whole Time Directors.

RESOLVED FURTHER THAT the relations with Mr. Saurabh Vora and the Company shall be contractual as the Employee – Employers during his tenure as the Whole-time Director of the Company.

FURTHER RESOLVED THAT the Board of Director of the Company be and is here by authorized to do all such acts, deeds and things as may be required in this regard to give effect to this resolution”.

To re-appoint Mr. Harsh Vora (DIN: 00149287) as the Managing Director of the company for a further period of 3 years w.e.f. 1[st ] Oct., 2023 and to consider & if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :

“RESOLVED THAT upon the recommended of the Nomination and Remuneration Committee of the Board and the approval of the Board of directors of the Company, pursuant to the provisions of section 190, 196, 197, 203 read with the provisions of Schedule V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 and other applicable provisions if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being enforce), the members hereby accord their approval for the re-appointment of Mr. Harsh Vora (DIN: 00149287) as the Managing Director of the Company for a further period from 1[st ] October, 2023 to 30[th] September, 2026, on such terms and conditions as set out in the explanatory statement annexed to the notice convening this meeting.

FURTHER RESOLVED THAT in the event of no profit or inadequacy of profits in any Financial Year, during the tenure of Mr. Harsh Vora as Managing Director of the Company the aforesaid Remuneration shall be consider as the minimum remuneration payable by the company to the Managing Directors.

RESOLVED FURTHER THAT Mr. Harsh Vora shall be subject to retirement by rotation during his tenure as Managing Director.

RESOLVED FURTHER THAT the relations with Mr. Harsh Vora and the Company shall be contractual as the Employee – Employers during his tenure as the Managing Director of the Company.

To re-appoint Mr. Balraj Kishore Namdeo (DIN: 06620620) as the Independent Director of the company for a further period of 5 (Five) Consecutive years w.e.f. 1[st ] April, 2024. To consider and, if thought fit, to pass, with or without modification(s), the following resolution, as Special Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (LODR) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Balraj Kishore Namdeo (DIN: 06620620), who was appointed as an Independent Director for a 1[st] term of 5 years which will be ending on 31[st] March, 2024 and being eligible, has submitted a declaration for confirming his independence and upon recommendation of the Nomination and Remuneration Committee and the Board, Mr. Balraj Kishore Namdeo (DIN: 06620620) , be and is hereby re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years, w.e.f. 1[st] April, 2024 to 31[st] March, 2029 and he shall not be liable to retire by rotation.”

8. To ratify the remuneration payable to the Cost Auditors of the company for the financial year 2023-24

To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the members of the Company be and hereby ratify the payment of remuneration of Rs. 1,25,000/- (Rupees One Lakh Twenty Five Thousand Only), plus applicable taxes and reimbursement of out of pocket expenses at actual to M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) appointed by the Board on the recommendation of the Audit Committee, as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31[st ] March, 2024.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution .

By orders of the Board

Place: Indore RAJESH SEN Date: 12[th] August, 2023 (COMPANY SECRETARY) D & H India Limited FCS 7689

CIN: L28900MH1985PLC035822 Regd. Office: A – 204, 2[nd] Floor Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai – 400 086 Notes:

Pursuant to the Circular No. 14/2020 dated 8[th] April, 2020, Circular No.17/2020 dated 13[th] April, 2020 issued by the Ministry of Corporate Affairs (MCA) followed by Circular No. 20/2020 dated 5[th] May, 2020, Circular No. 2/2021 dated 13[th] January, 2021, Circular No. 2/2022 dated 5[th] May, 2022 and Circular No. 10/2022 dated 28[th] December, 2022 (Collectively referred as MCA Circulars), physical attendance of the Members to the AGM venue is not required and Annual General Meeting (AGM) be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM only and no physical presence at the meeting is required.
Pursuant to the MCA circulars issued, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars the Company is providing facility of remote e-voting to its members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means and independent agency for providing necessary platform for Video Conferencing/OAVM and necessary technical support as may be required. Therefore, the facility of casting votes by a member using remote e-voting system as well as e- voting on the day of AGM will be provided by CDSL.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. However, this number does not include large Shareholders (Shareholders holding 2% or more share capital), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, Secretarial Auditors, Scrutinizers etc. who are allowed to attend theAGM without restriction on account of first come first served basis.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

The Notice calling the AGM alongwith complete Annual Report is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories and has also been uploaded on the website of the Company. The Notice alongwith Annual Report can also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd. at www.bseindia.comand the 38[th] AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility and providing necessary platform for Video Conference/OAVM) i.e. www.evotingindia.com. However, if any specific request received from the members for demanding of the physical copy of the Annual Report will be provided by the company.
The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular.
The recorded transcript of the forthcoming AGM shall also be made available on the website of the Company www.dnhindia.com as soon as possible after the Meeting is over.
Members joining the meeting through VC, who have not already cast their vote by means of remote e- voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out details relating to special business at the meeting is annexed and forms part of the Notice.
The remote e-voting facility will be available during the following period after which the portal shall forthwith be blocked and shall not be available for remote e-voting:-

Commencement of remote e-voting 9.00 am (IST) on Wednesday,27[th] September, 2023 End of remote e-voting 5.00 pm (IST) on Friday, 29[th] September, 2023

Once the vote on a resolution is casted by the member, the member shall not be allowed to change it subsequently.
The company has notified closure of Register of Members and Share Transfer Books from Sunday 24[th ] September 2023, to Saturday 30[th] September 2023, (both days inclusive) for the AGM.
A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e., Saturday, 23[rd] September 2023 only shall be entitled to avail the facility of remote e-voting as well as e- voting at the AGM.
The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date Saturday, 23[rd ] September 2023.
CS (Dr.) D.K. Jain, Company Secretary in Practice (F.R. No.: I1995MP067500, M. No. FCS 3565 & C.P. No. 2382), proprietor of M/s D.K. JAIN & CO., Company Secretaries, Indore has been appointed as the Scrutinizer to scrutinize the voting at the AGM and remote e-voting process in a fair and transparent manner.
Members desirous of obtaining any information concerning Accounts and Operations of the Company are requested to address their questions in writing to the Company at least 7(Seven) days before the date of the Meeting at its email id [email protected] so that the information required may be made available at the Meeting.
Relevant documents referred to in the accompanying Notice are open for inspection by the members at the registered office of the Company on all working days, except Saturday, between 2:00 P.M and 4:00 P.M up to the date of the meeting.
The Members are requested to:
- (a) Quote their ledger folio number in all their correspondence.
- (b) Send their Email address to RTA for prompt communication and update the same with their DP to receive softcopy of the Annual Report of the Company.
- (c) Intimate changes, if any, in their registered addresses immediately.
Members are requested to notify immediately any change in their address and also intimate their active E- Mail ID to their respective Depository Participants (DPs) in case the shares are held in demat form and in respect of shares held in physical form to the Registrar and Share Transfer Agent Ankit Consultancy Pvt. Ltd., Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P.) 452010 having email Id [email protected]; [email protected] receive the soft copy of all communication and notice of the meeting etc., of the company.
The report on the Corporate Governance and Management Discussion and Analysis also form part to the report of the Board Report.
The Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the directors are interested, maintained under the Companies Act, 2013 will be available for inspection by the Members electronically during the 38[th ] AGM. Members seeking to inspect such documents can send an email to [email protected]

Pursuant to the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules), the Company has, during the financial year 2021-22 transferred all the equity shares in respect of which (Dividend year 2014-15) dividend has not been claimed/encashed for 7 (Seven) or more consecutive years to the Investor Education and Protection Fund Authority (IEPF) of the Central Government as on the due date of transfer. The details of shares transferred / unpaid dividend to the IEPF Authority are posted on the website of the Company at www.dnhindia.com. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: http://www.iepf.gov.in/. Members may note that the shares as well as the unclaimed dividend so transferred to the IEPF authority can be claimed back from the IEPF Authority as per the procedure prescribed under the Rules.
As per SEBI Circular dated 20[th] April, 2018 such shareholders holding shares of the company in the physical form are required to provide details of the Income Tax Permanent Account No. and Bank Account Details to the Share Transfer Agent (RTA) of the Company, Ankit Consultancy Pvt. Ltd., Plot No. 60, Electronic Complex, Pardeshipura, Indore (MP) 452010 having email Id [email protected] ; [email protected]
SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their depository participants. Members holding shares in physical form are requested to submit their PAN details to the company’s RTA.
Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (‘PAN’), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.,
For shares held in electronic form: to their Depository Participant only and not to the Company’s RTA. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its RTA provide efficient and better service to the Members.
For shares held in physical form: to the Company’s RTA in prescribed Form ISR -1 and other forms pursuant to SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021, as per instructions mentioned in the form. The said form can be downloaded from the Members’ Reference available on the Company’s website www.dnhindia.com under Standard documents for Investors and is also available on the website of the RTA.
Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/ MIRSD_ RTAMB/ P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4. The said form can be downloaded from the Standard documents for Investors available on the Company’s website www.dnhindia.com and is also available on the website of the RTA. It may be noted that any service request can be processed only after the folio is KYC completed.
SEBI, vide its circular nos. SEBI/HO/MIRSD/MIRSD RTAMB/P/CIR/2021/655 dated November 03, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/ MIRSD- PoD- 1/P/CIR/2023/37 dated March 16, 2023, has mandated Members holding shares in physical form to submit PAN, nomination, contact details, bank account details and specimen signature in specified forms. Members may access www.dnhindia.comfor Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out. Members may make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, the format of which is available on the Company’s website and on the website of the Company’s Registrar and Transfer Agent.
In case a holder of physical securities fails to furnish PAN, nomination, contact details, bank account details and specimen signature by October 1, 2023, Ankit Consultancy Pvt Ltd will be obligated to freeze such folios. The securities in the frozen folios shall be eligible to receive payments (including dividend) and lodge grievances only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the Registrar/the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and/or the Prevention of Money Laundering Act, 2002.
In compliance with SEBI guidelines, the Company sent communication intimating about the submission of above details to all the Members holding shares in physical form to the RTA/Company.

Dispute Resolution Mechanism at Stock Exchanges-SEBI, vide its circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/76 dated May 30, 2022, provided an option for arbitration as a Dispute Resolution Mechanism for investors. As per this circular, investors can opt for arbitration with Stock Exchanges in case of any dispute against the Company or its Registrar and Transfer Agent on delay or default in processing any investor services related request.
In compliance with SEBI guidelines, the Company had sent communication intimating about the said Dispute Resolution Mechanism to all the Members holding shares in physical form.
SEBI vide its notification dated January 24, 2022, has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
As the 38[th] AGM is being held through VC, the route map is not annexed to this Notice.
Voting through Electronic Means:
Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
i. The voting period begins on 27[th] September 2023 (Wednesday) (I.S.T. 9.00 A.M.) and ends on 29[th] September 2023 (Friday) (I.S.T. 5.00 P.M) . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 23[rd] September 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
iii. Pursuant to Master Circular issued by SEBI on dated 11[th] July, 2023 and under Regulation 44 of SEBI (LODR) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. -
Step 1: Access through Depositories CDSL/NSDL e Voting system in case of individual shareholders holding shares in demat mode.
(iv). In terms of Master Circular issued by SEBI on dated 11[th ] July, 2023, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of Login Method
shareholders
Individual 1. Users who have opted for CDSL Easi / Easiest facility, can login through their
Shareholders existing user id and password. Option will be made available to reach e-Voting
holding page without any further authentication. The users to login to Easi / Easiest are
securities in requested to visit cdsl website www.cdslindia.com and click on login icon & New
Demat mode System Myeasi Tab
with CDSL 2. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the e voting is in progress as per the information
provided by company. On clicking the e-voting option, the user will be able to see
e-voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting
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Service Providers, so that the user can visit the e-Voting service providers’ website
directly.
3. If the user is not registered for Easi/Easiest, option to register is available at cdsl
website www.cdslindia.com and click on login & New System Myeasi Tab and
then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by sending
OTP on registered Mobile & Email as recorded in the Demat Account. After
successful authentication, user will be able to see the e-Voting option where the e
voting is in progress and able to directly access the system of all e-Voting Service
Providers.
Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-
Shareholders Services website of NSDL. Open web browser by typing the following URL:
holding https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
securities in the home page of e-Services is launched, click on the “Beneficial Owner” icon
demat mode under “Login” which is available under ‘IDeAS’ section. A new screen will
with NSDL open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-
Voting” under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name and you will be re-
directed to e-Voting service provider website for casting your vote during the
remote e-Voting period.
2. If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click
at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal Computer
or on a mobile. Once the home page of e-Voting system is launched, click on
the icon “Login” which is available under ‘Shareholder/Member’ section. A
new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote during the
remote e-Voting period.
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. After
(holding Successful login, you will be able to see e-Voting option. Once you click on e-
securities in Voting option, you will be redirected to NSDL/CDSL Depository site after
demat mode) successful authentication, wherein you can see e-Voting feature. Click on company
login through name or e-Voting service provider name and you will be redirected to e-Voting
their service provider website for casting your vote during the remote e-Voting period.
Depository
Participants
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID
and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. CDSL and NSDL
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact
securities in Demat mode with CDSL CDSL helpdesk by sending a request at
[email protected] or contact at toll free no.
1800225533
Individual Shareholders holding Members facing any technical issue in login can contact
securities in Demat mode with NSDL NSDL helpdesk by sending a request at [email protected]
or call at toll free no.: 1800 1020 990 and 1800 22 44 30
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- Step 2: Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user, follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/ Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank DetailsORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

7) After entering these details appropriately, click on “SUBMIT” tab.
8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
10) Click on the EVSN for the relevant “ D & H India Limited” on which you choose to vote.
11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
17) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
18) Additional facility for non – individual shareholders and custodians –for remote voting only. a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporate” module.
b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
d) The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
e) It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
f) Alternatively,Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

1) For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected] /[email protected], [email protected] .
2) For Demat shareholders - please update your email id & mobile no. with your respective Depository Participant (DP)
3) For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact attoll free no. 1800225533

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager CDSL, A wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai-400013 or send an email to helpdesk [email protected] or call at toll free no. 1800225533.

BRIEF PROFILE OF THE DIRECTOR SEEKING RE-APPOINTMENT AT THE ENSUING

AGM IS ANNEXED AS FOLLOWS.

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Name of Director Harsh Vora Saurabh Vora Balraj Kishore
(DIN:00149287) (DIN:02750484) Namdeo
(DIN: 06620620)
Designation Managing Director Whole-time Director Independent Director
Category Executive Executive Non-Executive
Date of Birth 10/12/1962 11/09/1987 17.10.56
Date of 06/12/1990 01/10/2014 01/04/2019
Appointment
Qualification B.Com B. Tech BE Mechanical,
M. Tech
No. of shares held 10,99,745 14,01,100 Nil
and % (13.43 %) (17.11%)
List of outside 1. V & H Infra Pvt. Ltd. 1.V & H Infra Pvt. Ltd. 1. Furnace Fabricat
Directorship 2. V & H Fabricators Pvt. 2.V & H Fabricators India Pvt. Ltd.
Ltd. Pvt. Ltd. 2.Anista Infratech Pvt
3.HKV Exports Private 3.HKV Exports Private Ltd
Limited Limited 3.JNK India Ltd
4.D & H Middle East
FZE
Chairman / Member N.A. Member of Member of:
of the Committees 1. Stakeholder 1. Audit Committee
of the Board of Relationship
Directors of the Committee
Company
Chairman/Member N.A. N.A. N.A.
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of the Committees of the Board, Directors of other Companies in which he is director
Disclosures of relationships between directors inter-se.	Father of Mr. Saurabh Vora WTD and Ms. Suhani Doshi Director, Father in law of Mrs. Atithi Vora Women Director.	Son of Mr. Harsh Vora, MD; Brother of Ms. Suhani Doshi and Spouse of Mrs. Atithi Vora Director.	N.A.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3:

Shri Saurabh Vora (DIN: 02750484), was appointed as Whole-time Director of the Company w.e.f.1[st ] October, 2020 for a term of 3 Years upto 30[th] Sept., 2023 at yearly remuneration of Rs. 30,00,000/- (Rs. Thirty Lakh per annum) and other benefits and his remuneration was also revised Rs. 84,00,000/-(Rs. Eighty Four Lakh per annum) w.e.f. from 1[st] October 2021 for the remaining part of his tenure. He is entrusted with control over the marketing department and marketing affairs of the Company and due to his marketing strategy, the company is growing continuously. He has varied experience of around 15 years in the field of marketing and other management areas. In view of this, Nomination & Remuneration Committee at its meeting held on 14[th] November, 2022 examined the existing remuneration being paid to him in comparison to other senior managerial personnel it is desirable to increase his remuneration suitably and pursuant to provisions of the Schedule V and section 196, and 197 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, recommended revision in remuneration of Shri Saurabh Vora for payment upto Rs. 10,00,000/- (Rs. Ten Lakh only) per month w.e.f.1[st ] December, 2022 for the remaining part of his tenure till 30[th] September, 2023 which was approved by the Board of Directors at their Meeting held on 14[th ] November, 2022 subject to further approval of Members of the Company in the next General Meeting.

Mr. Saurabh Vora is concerned or interested, financially to the extent of the remuneration as may be drawn by him during his tenure and Mr. Harsh Vora Managing Director, Mrs. Atithi Vora, Directors and Ms. Suhani Doshi Director of the Company who are his relatives and their other relatives, may be deemed to be concerned or interested otherwise. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.4 of the Notice.

The Board recommends the proposed Resolution for your approval as Special Resolution as set out in Item No.3 of the Notice.

Shri Saurabh Vora, Whole-time Director of the company holds 14,01,100 (17.11%) of the total paid-up capital of the company. Disclosure as required under Schedule V is given along with Item No. 4 to 7.

ITEM NO. 4:

Shri Harsh Vora (DIN: 00149287 ), was appointed as Managing Director of the Company w.e.f.1[st ] October, 2020 for a term of 3 Years upto 30[th] Sept., 2023 at yearly remuneration of Rs. 54,00,000/- (Rs. Fifty Four Lakh per annum) and other benefits and his remuneration was also revised Rs. 84,00,000/-(Rs. Eighty Four Lakh per annum) w.e.f. from 1[st] October 2021 for the remaining part of his tenure. He is entrusted with control over the affairs of the Company. He has varied experience of around 38 years in the field of management areas. In view of this, Nomination & Remuneration Committee at its meeting held on 14[th] November, 2022 examined the existing remuneration being paid to him in comparison to other senior managerial personnel it is desirable to increase his remuneration suitably and pursuant to provisions of the Schedule V and section 196, and 197 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, recommended revision in remuneration of Shri Harsh Vora for payment upto Rs. 12,50,000/- (Rs. Twelve Lakh Fifty Thousand only) per month w.e.f. 1[st ] December, 2022 till the remaining part of his tenure which was approved by the Board of Directors at their Meeting held on 14[th ] November, 2022 subject to further approval of Members of the Company in the next General Meeting.

Mr. Harsh Vora concerned or interested, financially to the extent of the remuneration as may be drawn by him during his tenure and Mr. Saurabh Vora Whole Time Director, Mrs. Atithi Vora, Directors and Ms. Suhani Doshi Director of the Company who are his relatives and their other relatives, may be deemed to be concerned or interested otherwise. Save and except the above, none of the other Directors / Key Managerial Personnel of

the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.4 of the Notice.

The Board recommends the proposed Resolution for your approval as Special Resolution. Shri Harsh Vora holds 10,99,745(13.43 %) of the total paid-up capital of the company.

ITEM NO. 5:

Mr. Saurabh Vora (DIN: 02750484): was appointed as a Whole-time Director for a term of 3 (Three) years w.e.f. 1[st] October, 2020 by the Shareholders of the Company at their Extra Ordinary General Meeting held on 7[th] November, 2020, therefore his tenure as Whole-time Director shall be concluded on 30[th] September, 2023.

Mr. Saurabh Vora, aged about 36 year, is a B. Tech and having more than 15 years of experience in the Industry and he is the Whole-time Director of the Company since 2014 with his vision, your Company has come out with so many challenges in the domestic and international market and grown to this level.

Mr. Saurabh Vora has given his consent to act as a Whole-time Director.The Nomination and Remuneration Committee of the Board and the Board of Directors at their meetings held on 12[th ] August, 2023 has considered and approved his re-appointed as the Whole-time Director w.e.f. 1[st] October, 2023 and be designated as the Executive Director of the Company on the remuneration as below:-

1. Remuneration : Gross Salary& Perquisites: Maximum upto Rs. 10,00,000/- p.m. The Whole-time director shall be entitled for the following perquisites and other benefits within the above said limit as may be decided by the Board and the same may be by way of perquisites and allowances payable or reimbursement, such as;

(a) House rent allowance/rent free accommodation, house maintenance allowance,
(b) allowances for utilities such as gas, electricity, water, furnishing, repairs,
(c) servants’ salaries,
(d) medical reimbursement,
(e) group Mediclaim / accidental insurance / life insurance / keyman insurance,
(f) leave travel concession for himself and his family,
(g) club fees,

2. Other exempted benefits :

In addition to above he shall be entitled for the following benefits, which shall not be considered as remuneration within the provisions of the Schedule V of the Companies Act, 2013:

(a) Payment of gratuity as per rules.
(b) Contribution to PF, FBF and \ Superannuation funds as per rules.
(c) Leave encashment upto 15 days for every completed in the employment, payable in each year as per rules of the Company.

3. Facilities:

(a) The Company shall provide a Company’s Car with driver for the Company’s work and if the Car is not provided, the Company shall reimburse of Car/taxi expenses on actual basis.
(b) The Company shall provide telephone at the residence of the Whole-time Director and a cell phone with internet facility.

4. Minimum Remuneration

In the event of no profit or inadequacy of profits in any Financial Year, during the tenure of Mr. Saurabh Vora as Whole-time Director of the Company the aforesaid Remuneration as approved by the Members and as confirmed by the Board within the limit approved by the members, shall be consider as the minimum remuneration payable by the company to him.

5. Other Terms and Conditions :

The other terms and conditions are below:

Mr. Saurabh Vora shall be entrusted with the management of the Company under the direction, superintendence and control of the Board of Directors of the Company.
His tenure as Director will not be affected by the alterations in the terms and conditions of his appointment.
The agreement may be terminated by Mr. Saurabh Vora by giving three months’ advance notice and in case of short notice; he will deposit an amount of his salary for the period short of three months. However, if the Company wishes to remove him, it will be liable to pay compensation as per the provisions of the Companies Act, 2013.
The appointment of Mr. Saurabh Vora as the Director of the Company, liable to retire by rotation.”
Board / Nomination and Remuneration Committee of the Company is authorized to alter, modify or null all or any of the components of the remuneration of Mr. Saurabh Vora, subject to the applicable provisions of the Companies Act, 2013 or as may be agreeable to Mr. Saurabh Vora.
No sitting fees shall be payable to Mr. Saurabh Vora for attending the meetings of the Members, Board or any Committee thereof.

Mr. Saurabh Vora concerned or interested, financially to the extent of the remuneration as may be drawn by him during his tenure in respect of his appointment as a Whole-time Director and Mr. Harsh Vora Managing Director, Ms. Suhani Doshi and Mrs. Atithi Vora, Directors of the Company who are his relatives and their other relatives, may be deemed to be concerned or interested otherwise in the appointment of Mr. Saurabh Vora. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.5 of the Notice.The draft of the agreement to be entered into with the Whole-time Director is available for inspection.

The explanatory statement together with the accompanying notice should be treated as an abstract of the terms of contract of re-appointment of Shri Saurabh Vora, the Whole-time Director in accordance with the provisions of section 190 of the Companies Act, 2013.

The Board recommends the proposed Resolution for your approval as Special Resolution as set out in Item No. 5 of the Notice.

ITEM NO. 6:

Mr. Harsh Vora (DIN: 00149287 ), was appointed as a Managing Director for a term of 3 (Three) years w.e.f. 1[st ] October, 2020 which was approved by the Shareholders of the Company at their Extra Ordinary General Meeting held on 7[th] November, 2020, therefore his tenure as Managing Director shall be concluded on 30[th] September, 2023. Mr. Harsh Vora has given his consent to act as a Managing Director.

Mr. Vora is a commerce graduate and having more than 38 years of experience in the industry. He is one of the core promoters of the Company and is key instrumental since the incorporation and the Company has grown under his dynamic leadership and strong management. Therefore, the Nomination and Remuneration committee at their meetings held on 12[th ] August, 2023 has considered and approved his re-appointment for a further term of 3 years on the remuneration, terms and conditions as mentioned herein under.

The Board has also consider that re-appointment of Mr. Harsh Vora, would of immense benefit to the Company and accepted the recommendation/approval of the Nomination and Remuneration Committee at their meeting held on 12[th ] August, 2023 and has approved re-appointment of Mr. Harsh Vora as Managing Director on the remuneration as below:-

1. Remuneration: Gross Salary & Perquisites: Maximum upto Rs. 12,50,000/- p.m.

The Managing director shall be entitled for the following perquisites and other benefits within the above said limit as may be decided by the Board and the same may be by way of perquisites and allowances payable or reimbursement, such as;

(a) house rent allowance/rent free accommodation, house maintenance allowance,
(b) allowances for utilities such as gas, electricity, water, furnishing, repairs,
(c) servants’ salaries,
(d) medical reimbursement,
(e) group Mediclaim/accidental insurance / life insurance / keyman insurance,
(f) leave travel concession for himself and his family,
(g) club fees,

2. Other exempted benefits :

In addition to above he shall be entitled for the following benefits, which shall not be considered as remuneration within the provisions of the Schedule V of the Companies Act, 2013:

(a) Payment of gratuity as per the rules.
(b) Contribution to PF, FBF and Superannuation funds as per rules.
(c) Leave encashment up to 15 days for every one year completed in the employment, payable in each year as per rules of the Company,

3. Facilities :

(a)The Company shall provide a Company’s Car with driver for the Company’s work and if the Car is not provided, the company shall reimburse of car/taxi expenses on actual basis.
(b)The Company shall provide telephone at the residence of the Managing Director and a Cell phone with internet facility.

4. Minimum Remuneration

In the event of no profit or inadequacy of profits in any Financial Year, during the tenure of Mr. Harsh Vora as the Managing Director of the Company the aforesaid Remuneration as approved by the Members and as confirmed by the Board within the limit approved by the members, shall be consider as the minimum remuneration payable by the company to him.

5. Other Terms and Conditions :

The other terms and conditions are below:

Mr. Harsh Vora shall be entrusted with the management of the Company under the direction, superintendence and control of the Board of Directors of the Company.

His tenure as Managing Director will not be affected by the alterations in the terms and conditions of his appointment.
The agreement may be terminated by Mr. Harsh Vora by giving three months advance notice and in case of short notice; he will deposit an amount of his salary for the period short of three months. However, if the Company wishes to remove him, it will be liable to pay compensation as per the provisions of the Companies Act, 2013.
The appointment of Mr. Harsh Vora as the Director of the Company liable to retire by rotation.
Board/ Nomination and Remuneration Committee of the Company is authorized to alter, modify or null all or any of the components of the remuneration of Mr. Harsh Vora, subject to the applicable provisions of the Companies Act, 2013 or as may be agreeable to Mr. Harsh Vora.
No sitting fees shall be payable to Mr. Harsh Vora for attending the meetings of the Members, Board or any Committee thereof.

The explanatory statement together with the accompanying notice should be treated as an abstract of the terms of contract of reappointment of Mr. Harsh Vora the Managing Director in accordance with the provisions of section 190 of the Companies Act, 2013.

The Board of Directors recommends the proposed resolution for your approval as Special Resolution. The draft of the agreement to be entered into with the Managing Director is available for inspection.

Mr. Harsh Vora, being the appointee financially interested in the resolution to the extent of his remuneration as may be drawn by him during the tenure of appointment and Ms. Suhani Doshi, Mrs. Atithi Vora and Mr. Saurabh Vora Whole-time directors may be deemed to be interested otherwise being his relatives in this resolution. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.6 of the Notice

Common disclosure As per the provisions of the Schedule V to the Companies Act, 2013 in respect of Mr. Saurabh Vora and Mr. Harsh Vora for revision of remuneration and re-appointment as the Whole-time Director and Managing Director respectively as per Item No.3 to 6 of the Notice:

As per the provisions of the Schedule V to the Companies Act, 2013, the Company proposes to pay the remuneration in excess of the limit as prescribed under Part II, Section II of the said Schedule and the proposed aforesaid remuneration/salary may in excess of the ceiling prescribed under section 197, i.e. more than 5%/10% or 11% of the net profits of the Company, which can be paid by way of approval of the members as special resolution without requirement for seeking approval of the Central Govt.

Your directors submit the following Information pursuant to Section II of Part II of Schedule V to the Companies Act, 2013 for consideration of the members:

I. General Information :

The Company is engaged in the manufacturing and dealing in welding electrodes which is being the backbone of infrastructure industry. The Company is in the manufacturing activities since Incorporation and is pioneer in its field.

II. Information about the appointee:

	Name of the Director	Harsh Vora	Saurabh Vora
(1)	Background details	Mr. Harsh Vora aged about 61 year, is a commerce graduate having more than 38 years of experience in the Company and he is the Managing Director of the Company since 1990 with his vision, your Company has come out with so many challenges in the domestic market and grown to this level. Mr. Harsh Vora is also one of the core promoter of the Company and is associated since the incorporation of the Company.	Mr. Saurabh Vora, aged about 36 year, is a B. Tech and having more than 15 years of experience in the Industry and he is the Whole-time Director of the Company since 2014 with his vision, your Company has come out with so many challenges in the domestic and international market and grown to this level.
(2)	Past remuneration (for the year 2022-23)	Rs.100.07 Lakhs	Rs. 81.57Lakhs
(3)	Recognition or awards	N.A.	N.A.
(4)	Job profile and his suitability	Mr. Vora being the Managing Director is managing whole of the affairs of the Company under the supervision of the Board of Directors. He is assisted by One whole-time director and the team of the	Mr. Saurabh Vora is the most suitable and dedicated towards the growth of the Company. He is having capacity to accept the challenges of anynature and

		qualified manager and engineers, technocrats. Mr. Harsh Vora is responsible for overall performance as well as the administration of the company as a whole	capable to achieve the visionary target. He is the incharge of the Production, sales & marketing Department of the Company.
(5)	Remuneration proposed	Gross remuneration upto of Rs. 150.00 Lakhs p.a during his tenure in the manner of Salary, and other allowances and other perks as stated in the explanatory statement.	Gross remuneration upto of Rs. 120.00 Lakhs p.a. during his tenure in the manner of Salary, and other allowances and other perks as stated in the explanatory statement
(6)	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	The Company is manufacturing Welding Electrodes and pioneer in the industry and listed with the BSE and sound financial track records. There is no comparable data for matching the remuneration of the Managing Director remuneration in the industry in the Country There has been phenomenal increase in the package of CEO/WTD all around the manufacturing industries in India and World; your industry is no more exception to it. In order to retain good talent, it is inevitable to increase the remuneration of Mr. Harsh Vora needs to be considered.	The Company is manufacturing Welding Electrodes and pioneer in the industry and listed with the BSE and sound financial track records. There is no comparable data for matching the remuneration of the Whole-time Director remuneration in the industry in the Country
(7)	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.	Mr. Harsh Vora is the core promoter and holding 10,99,745 Equity Shares of Rs. 10/- each consisting 13.43 % of the paid up share capital in the Company and is not drawing any other benefits except the remuneration as the managing director and getting dividend together with the other members of the Company. Ms. Suhani Doshi, Mrs. Atithi Vora and Mr. Saurabh Vora, Directors are relatives of Mr. Harsh Vora.	Mr. Saurabh Vora holding 14,01,100 Equity Shares of Rs. 10/- each consisting 17.11 % of the paid up share capital in the Company and is not drawing any other benefits except the remuneration as the whole-time director and getting dividend together with the other members of the Company. Mr. Harsh Vora, Ms. Suhani Doshi and Mrs. Atithi Vora relatives of Mr. Saurabh Vora.

III. Other information:

(1) The Company has incurred profit during the year ended 31[st] March, 2023. Further that during the past three years due to worldwide financial recession including India, the new manufacturing units could not be set up in the country as per projections, resulting, the demand, margin and profitability has been affected. Otherwise it was always having track record of profit making,

(2) To increase the profitability, the Company is trying hard to pass on the increased cost to its customer, develop export market, improve in the quality and develop some more ranges in the manufacturing line, which will give positive results in the years to come.

Item No. 7:

The Nomination and Remuneration Committee has recommended the reappointment of Shri Balraj Kishore Namdeo (DIN: 06620620) as an Independent Director for a period of five consecutive years w.e.f. 1[st ] April, 2024.

The aforesaid independent director proposed for re-appointment is not disqualified to act as a Director in terms of section 164 of the Act and other applicable laws and has given his consent to act as a Director. The Company has also received a declaration from him stating that he meets the criteria of independence as prescribed under section 149(6) of the Act and under the SEBI (LODR) Regulations, 2015. In the opinion of the Board, he fulfils the criteria of independency and the conditions for his reappointment as an Independent Director as specified in the Companies Act, 2013 and the SEBI (LODR) Regulation, 2015 and further he is also registered under the Independent Directors Databank maintained by IICA.

The resolution set out in Item No. 7 seeks the approval of members for the reappointment of Shri Balraj Kishore Namdeo (DIN: 06620620) as an Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 1[st ] April, 2024 to 31[st ] March, 2029; pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder. His office shall not be liable to retire by rotation. The brief profile of Shri Balraj Kishore Namdeo (DIN: 06620620) is given in the Notice of AGM with the details of the directors seeking re-appointment.

The aforesaid director may be considered as financially interested in the resolution to the extent of the sitting fees as may be paid to him for attending the Board/committee meeting. Except that none of the Directors or Key Managerial Personnel (KMP) or their relatives are concerned or interested in the Special Resolution. Copy of draft letter of reappointment setting out the terms and conditions of reappointment is available for inspection by the members at the registered office of the Company.

Shri Balraj Kishore Namdeo (DIN: 06620620) does not hold any shares in the Company. Thus, the Members approval is solicited for the resolution set out in Item No. 7 of the Notice by way of a Special Resolution.

Item No. 8:

Members are hereby informed that upon the recommendation of the Audit Committee, Board of Directors of your Company have appointed Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) Indore as Cost Auditors of the Company for the year 2023-24 on the remuneration of Rs. 1,25,000 (Rupees One Lakh Twenty Five Thousand Only) plus applicable taxes and reimbursement of out of pocket expenses at actual. The Cost Auditor has given his consent and eligibility for appointment as Cost Auditor.

As per section 148(3) read with Rule 14 of Companies (Audit and Auditors) Rules 2014, the remuneration payable to the Cost Auditors is to be ratified by the Shareholders in ensuing 38[th] AGM.

None of the Directors, Key Managerial Personal or their relatives are concerned or interested financial or otherwise in the aforesaid resolution.

The Board of directors recommend to pass necessary resolution as set out in Item No. 8 of the Notice by way of an Ordinary Resolution.

BY ORDER OF THE BOARD

PLACE: Indore DATE: 12[th ] August, 2023 D & H India Limited CIN: L28900MH1985PLC035822 A-204, Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai – 400 086

RAJESH SEN (COMPANY SECRETARY) FCS7689

BOARD’S REPORT

To THE MEMBERS OF D & H INDIA LIMITED

The Directors take pleasure in presenting their 38[th] Annual Report along with the Audited Standalone and Consolidated financial statements for the year ended 31[st ] March 2023.

1. Highlights of Performance

Consolidated income for the year was Rs. 13,885.93 Lakh as compared to Rs. 9,123.94 Lakh in the previous year, an increase of 52.19%.
Consolidated net sales for the year was Rs. 13,869.20 Lakh as compared to Rs. 9,073.38 Lakh in the previous year, an increase of 52.86%;
Consolidated profit/loss before tax for the year was Rs. 571.04 Lakh as compared to Rs. 225.16 Lakh profit in the previous year;
Consolidated profit/loss after tax for the year was Rs. 421.99 Lakh as compared to Rs. 240.03 Lakh profit in the previous year.

2. Financial Results

(Rs. In Lakhs except EPS)

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Particulars Consolidated Standalone
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from Operations (Net) & other income 13885.93 9123.94 13871.45 9122.72
Profit before Financial Cost & Depreciation 952.85 528.88 948.72 528.13
Financial Cost 207.31 142.26 207.30 141.47
Depreciation 174.50 161.46 174.40 159.91
Profit Before Tax (PBT) 571.04 225.16 567.02 226.75
Provision for Tax 149.05 (14.88) 149.41 (14.83)
Profit After Tax (PAT) 421.99 240.03 417.61 241.58
Less: Minority Interest - - - -
Balance brought forward from previous year 1268.84 1023.56 1306.50 1059.69
Profit available for Appropriations 1690.83 1268.84 1724.12 1306.50
Earnings Per Share Basic 5.56 2.99 5.50 3.01
Earnings Per Share Diluted 5.43 2.99 5.37 3.01
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Review of Operations /State of Affairs:

During the financial year 2022-23, the Company has posted total revenue from operations of Rs. 13859.74 lakhs as against Rs. 9073.38 lakhs in the previous financial year 2021-22 representing an increase in total revenue of 52.75%.

During the year ended on March 31, 2023, the Earnings before Interest, Depreciation and Tax (EBIDTA) has been increased to Rs. 948.72 lakhs as against the EBIDTA of Rs. 582.13 lakhs in the corresponding previous financial year.

The Net Profit before tax of the Company for the financial year 2022-23 has been increased to Rs. 567.02 lakhs as compared to Rs. 226.75 lakhs during the previous financial year.

3. Dividend

In order to conserve resources, your directors do not recommend any dividend for the Financial Year 2022-23 (Previous Year 2021-22 Rs. Nil) and proposes to retain the profits for future requirements of the Company.

4. Share Capital

The paid-up Equity Share Capital as on 31[st] March 2023 was Rs. 778.80 Lakh divided into 77.88 Lakh equity shares of Rs. 10/- each.

The members of the company at their 37[th] Annual General Meeting have passed the resolution for given authority to Board of directors for issuance of 7,88,000 warrants of Rs. 42/- convertible into Equity share of Rs. 10/- (Rupees Ten Only) at a premium of Rs. 32/- per share of the company for every warrant in proportion of 1 share for 1 warrant to the promoter of the Company (“Warrant holder/ Proposed Allottee”) on preferential basis convertible within a period of 18 months from the date of issue of the warrants.

The Board of Directors at their meeting held on 12[th] October, 2022 has made preferential allotment of 7,88,000 Warrants of Rs. 42/- each convertible into 1 (One) Equity Share of Rs.10/- each at a premium of Rs. 32/- for every warrant to the promoter. On 29[th] October, 2022 the Company has converted and allotted 3,88,000 warrants into 3,88,000 equity shares of Rs.10/- each at a premium of Rs.32/- on excising his option for conversion of warrants into equity shares. The company has also received Listing Approval and Trading Approval from BSE Ltd for the aforesaid shares. Consequently, after the allotment of above stated shares, the Paid-up Capital has been increased from Rs.740 Lakhs divided into 74 Lakhs equity shares of Rs. 10/- each to Rs.778.8 Lakhs divided into 77.88 Lakhs equity shares of Rs. 10/- each.

After closing of the financial year 2022-23 on 23[rd] May 2023 the Company has further converted and allotted 4,00,000 warrants into 4,00,000 equity shares of Rs.10/- each at a premium of Rs.32/- per share on exercising his option for conversion of warrants into equity shares. The company has also received Listing Approval and Trading Approval from BSE Ltd.

Consequently, after the allotment of above stated shares, the Paid-up Capital has been increased from Rs.778.80 Lakhs divided into 77.88 Lakhs equity shares of Rs. 10/- each to Rs.818.80 Lakhs divided into 81.88 Lakhs equity shares of Rs. 10/- each as on the date of this Board Report.

5. Transfer of profits to reserves

During the year under review your company has not transferred any amount to the general reserves or any other reserve. However, pursuant to conversion of 3,88,000 warrants into 3,88,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share, the company has transferred Rs.124.16 Lakhs as Security Premium. (Previous year Nil)

6. Finance

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

Further, the company has also issued 7,88,000 convertible warrants after receipt of upfront amount of Rs. 10.50 per warrants aggregating Rs. 82.74 Lakhs (Rupees Eighty Two Lakhs Seventy Four Thousand Only) and further at the time of allotment of 3,88,000 equity shares of Rs. 10/- each upon conversion of 3,88,000 warrants, the company has received Rs.31.50 per shares aggregating Rs.122.22 Lakhs aggregating Rs. 204.96 Lakhs which is utilized as per the terms of the issue.

7. Public Deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no unclaimed deposits as on 31[st ] March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

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S.No. Particulars Amt in Rs.
1 Details of Deposits accepted during the year Nil
2 Deposits remaining unpaid or unclaimed at the end of the year Nil
3 Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.
8. Subsidiaries & Associates
As on 31 [st ] March 2023 Your Company has following companies as its Subsidiaries and Associate.
Further, your company is not a subsidiary, associate or joint venture of any other company during the
period under review:-
S. Name of the Company Status as on 1 [st] April, 2022 Any change Status as on 31 [st] March,
No. in status 2023
1 V & H Fabricators Pvt. Wholly Owned Subsidiary No Change Wholly Owned
Ltd. Subsidiary
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Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which forms part of this Annual Report.

After closing of the financial year, the company has incorporated one foreign wholly owned subsidiary in the name and style of D & H MIDDLE EAST FZE in Dubai, UAE which was incorporated on 5[th] May, 2023 for the purpose of Business of General Trading.

Statement containing salient features of financial information of the Subsidiary Company and

Associate

Statement containing salient features of financial information of the Subsidiary Company and Associate is disclosed in the prescribed form AOC-1 , pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure-A" . The Statement also provides details of performance and financial position of above mentioned Companies. On request by the shareholder, the Company shall provide a copy of financial statements in respect of its Subsidiary Company.

The consolidated and standalone financial statements are in compliance with the applicable Indian Accounting Standards (IND AS) to the Company.

9. Director & Key Managerial Personnel’s: Board Independence

Our definition of ‘Independence’ of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and section 149(6) of the Companies Act, 2013. The Company is having following 3 (Three) Independent directors;

Shri Eshanya Guppta
Shri Balraj Kishore Namdeo
Shri Sunil Kathariya

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years and shall be eligible for re-appointment for 2[nd] Term on passing of a special resolution by the Company and shall not be liable to retire by rotation.

Declaration of independence by the Independent Directors

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria during the year 201819 as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.

Independent Directors seeking re-appointment

Pursuant to the provision of section 149(10) of the Companies Act, 2013 a first term of 5 (five) consecutive years on the Board of the Company of Shri Balraj Kishore Namdeo (DIN 06620620) as Independent Director will be completed on 31[st] March, 2024.

However, he is eligible for re-appointment on passing of special resolution for a second term of five consecutive years. Therefore, the Board in their meeting held on 12[th] August, 2023 upon the recommendation of the Nomination and Remuneration Committee has recommended his reappointment w.e.f. 1[st] April, 2024 to 31[st] March, 2029. Your Board of directors recommends to pass necessary special resolutions to that effect as set out in the notice of the Annual General Meeting.

Executive Directors seeking re-appointment

Pursuant to the provisions of section 197 read with Schedule V of the Companies Act, 2013, the existing term of Shri Harsh Vora as the Managing Director and Shri Saurabh Vora as the Whole-time Director of the company will be completed on 30[th] Sept., 2023 and on the recommendation of the Nomination and Remuneration Committee and further approval of Board of Directors of the company, the Board has proposed and recommend to pass the matter related to re-appointment of Shri Harsh Vora as the Managing Director and Shri Saurabh Vora as the Whole-time Director for a further term of 3 (Three) years w.e.f. 1[st] October, 2023 as per the details and terms and conditions as set out in the notice of AGM.

Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Mr. Harsh Vora (DIN: 00149287), Executive Director is liable to retire by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

Mr. Harsh Vora, Managing Director; Mr. Saurabh Vora, Whole-time Director, Mr. Rajesh Songirkar, Chief Financial Officer and CS Rajesh Sen; have been categorized as the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

10. Remuneration and Nomination Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee (NRC) framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and/or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at Link:http://www.dnhindia.com The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.)

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

During the financial year, Nine (9) Board meetings were convened. The details of which are given in the corporate Governance report. The intervening gap between the meetings was within the prescribed period under the Companies Act 2013 and the SEBI (LODR) Regulations, 2015.

11.2 Committees of the Board

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following 3 (Three) committees:

(a) Audit Committee
(b) Nomination and Remuneration Committee (NRC)
(c) Stakeholders’ Relationship Committee (SRC)

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

12. Particulars of Loans, Guarantees or Investments by Company

During the period under review, your company has not provided any loans, guarantees, or provided any security or made any fresh investment in any other Body Corporate in terms of provisions of section 186 of the Companies Act, 2013 except that the company has made investment details as specified in the relevant Notes in the Financial Statements.

The Investment made by the company are within the limits as provided in section 186 of the Companies Act, 2013. In addition to the above, the company has a policy of providing advances against salary or otherwise to employees of the company.

13. Whistle Blower Policy/ Vigil Mechanism

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for -

A. Adequate safeguards against victimization of persons who use the Vigil Mechanism; and
B. Direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

Details of the Vigil Mechanism / Whistle Blower Policy of the Company are made available on the company’s website http://www.dnhindia.com and have also been provided as “ Annexure-B ” of part of this Board report.

During the year under review no disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

14. Transfer of Amounts to Investor Education and Protection Fund

The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the annual report of the Company. The details of the nodal officer appointed by the company under the provisions of IEPF are available on the Company’s website at http://www.dnhindia.com.

An amount of Rs.2,14,284/- in respect of unpaid/unclaimed dividend declared for the FY 2014-2015 as well as 43,997 equity shares of face value of Rs.10/- each, in respect of unpaid/unclaimed

dividend declared in FY 2014-2015, was transferred, and credited to the IEPF during the year. The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

Your Board would like to inform the members that the company is no outstanding unpaid divided amount which remains unpaid for a period of more than 7 (Seven) consecutive years.

15. Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo

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, is annexed herewith as “Annexure-C” .

16. Particulars of Remuneration of Employees

The particulars of the remuneration to the directors pursuant to the section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration to the Managerial Personnel) Rules 2014 are enclosed as “ Annexure-D” .

As per the requirement of the Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company is required to make disclosure in the form of a statement relating to employee drawing remuneration in excess of Rs. 8.50 Lakhs p.m. or Rs. 102.00 Lakhs p.a. for the part of the year detailed as below:

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Name & Designation of Employee Mr. Harsh Vora Mr. Saurabh Vora
Managing Director Whole-time Director
Remuneration Received Rs. 100.07 Lakh Rs. 81.57 Lakh
Nature of employment Contractual Contractual
Qualification & Experience of the B. Com and More than 38 B. Tech and 15 years’
Employee years’ experience in the field experience in the industry
of Company’s product, and Industrial Management.
Date of commencement of employment 06/12/1990 01/10/2014
Age 61 years 36 years
Past Employment Details - -
% of the Equity shares held by the 10,99,745 equity shares of Rs. 14,01,100 equity shares of
Employee in the Company 10/- each (13.43%) Rs. 10/- each (17.11%)
Name of Director or Manager of the Mr. Saurabh Vora, Mrs. Mr. Harsh Vora, Mrs. Suhani
Company, relative of such Employee Suhani Doshi and Mrs. Atithi Doshi and Mrs. Atithi Vora
Vora
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17. Risk Management & Internal Financial Control and Its Adequacy

The Company has an effective risk management framework for identifying, prioritizing and mitigating risks which may impact attainment of short and long-term business goals of your company. The risk management framework is aligned with strategic planning, deployment and capital project evaluation process of the Company. The process aims to analyze internal and external environment and manage economic, financial, market, operational, compliance and sustainability risks and capitalizes opportunities of business success.

The Internal Financial control framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transaction with proper authorization and ensuring compliances with corporate policies.

18. Annual evaluation by the Board

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant the provision of the act and the corporate governance requirement as prescribed by the SEBI (LODR) Regulation 2015.

The performance of the board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the SEBI.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

19. Director's Responsibility Statement

Pursuant to Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm : -

a) that in the preparation of the annual financial statements for the year ended 31[st ] March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
b) that the Directors have selected such accounting policies and applied them consistently and have made judgment 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 ended 31[st] March 2023 and of the profit of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

20. Auditors and Auditor's Report & Comments on the Observations by the Auditors

Statutory Auditors Appointment and their Report

The Company's Auditors, M/s Devpura Navlakha & Co. , Chartered Accountants, (FRN 121975W) were appointed for a term of Five years at the AGM of the Company held on 30[th ] September 2020. Your Board is pleased to inform that there are no such observations made by the Auditors in their report for the year 2022-23 which needs any explanation by the Board.

Cost Records and Auditors Appointment and their Report

Pursuant to provisions of section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost records are maintained by the Company in respect of its manufacturing activity however, the same are not required to be audited during the year 2022-23.

In view of the turnover during the year ended 31[st] March, 2023, the Cost Audit shall be applicable for the year 2023-24 therefore, your directors on the recommendation of the Audit Committee, had appointed M/s Vinod Bhatt and Associates, Cost Accountant, Indore (Registration No. 100451) Cost Auditors to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of Rs.1,25,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking Member’s ratification for the remuneration payable to M/s Vinod Bhatt and Associates, Cost Auditors is included in Item No. 8 of the Notice of the 38[th] Annual General Meeting.

Secretarial Auditors Appointment and their Report

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 has appointed M/s D K Jain & Co., (FCS 3565: CP 2382) a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit for the year 2022-23 is annexed herewith as “Annexure E” . The Company has re-appointed M/s D K Jain & Co., as the Secretarial Auditor for the year 2023-24.

There is one observation in the Secretarial Audit Report which needs comments by the Board of Directors of the company, which is as follows:-

Secretarial Auditor Comment/Observation Board of Directors comments

The company has not obtained Special Contingency Insurance Policy as required under Para 5 of SEBI

The risk category is not defined by the Insurance Service Providers. Once the product category will list,

Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ we will take aforesaid policy. However, after the CIR/ 2022/ 70 dated 25[th] May, 2022 closure of the financial year, the company has obtained the same and has complied with the requirement of the Circular

21. Management Discussion and Analysis Report

The Management Discussion and Analysis Report covering the matters listed in Reg. 34(2) (e) read with Schedule V of the SEBI (LODR) Regulations, 2015, for the year under review is given as a separate Report in the Annual Report.

22. Corporate Governance

Your Company firmly believes and adopts the highest standard of practice under Corporate Governance. A separate section on Corporate Governance is attached in which the following Certificates are given: -

1) Certificate from Mr. Harsh Vora, Managing Director and Mr. Rajesh Songirkar, Chief Financial Officer, pursuant to provisions of the SEBI (LODR) Regulations, 2015 for the year under review was placed before the Board of Directors of the Company at its meeting held on 23[rd] May, 2023;
2) Auditor’s Certificate on the Corporate Governance.
3) Certificate from M/s Ritesh Gupta & Co., Practicing Company Secretary, Indore stating that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry Corporate Affairs.

23. CSR Initiatives

In view of the paid-up capital, profits and turnover of your company, The Company was not required to undertake any CSR expenditure during the year 2022-23.

Your Board would like to inform the members that, the Profit of the company for the year ended 31[st] March, 2023 is more than the limit prescribed under section 135 of the Companies Act, 2013 and the company is required to undertake CSR in the year 2023-24.

The company is required to spend Rs. 4.67 Lakhs as a CSR during the F.Y. 2023-24. Pursuant to section 135(9) of the Companies Act, 2013, the company is not required to constitute CSR Committee. However, the company has prepared and implemented the CSR Policy and the same is also hosted on the website of the company at https://www.dnhindia.com/policies.html.

24. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return in form MGT-7 for the year ended 31[st] March, 2023 is hosted on http://www.dnhindia.com. is provided through the following link https://www.dnhindia.com/PDFs/Annual_Return_N/Form_MGT_7_as_on_31_03_2023.pdf. The same shall be filed to Registrar of Companies pursuant to AGM to be held on 30[th] September 2023.

25. Related Party Transactions

All related party transactions that were entered during the financial year under review were on arm's length basis and in the ordinary course of the business. Thus, disclosures in Form AOC-2 in terms of section 134 of the Companies Act, 2013 is not required. There were no material significant Related Party Transactions made by the Company during the year that require shareholders' approval under Regulation 23 of the Listing Regulations or under section 188 of the Companies Act, 2013.

All Related Party Transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or the need for them cannot be foreseen in advance.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. Disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 is hosted on the website of the Company at www.dnhindia.com

26. Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards sexual harassment at workplace. It has a well - defined policy in compliance with the requirements of the Sexual Harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal

Committee is in place to redress complaints received regarding sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2022-2023.

27. Economic Scenario and Outlook

The fast economic growth appears to have and a gradual increase in economic activity is expected in 2023. The medium term to long term growth prospects looks positive in view of the Government’s determination to bring in reforms. For the year 2023-24, the economy is expected to grow at a higher rate than in 2022-23. The long-term prospects for the economy are optimistic.

28. Occupational Health & Safety (OH&S)

With regard to contractor safety, the two key focus areas identified were:

Facility Management for the contractors’ employees
The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc.
Equipment, Tools & Material Management.
The Equipment, Tools & Material Management program ensured that the tools used by the contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company’s objectives to ensure ‘ Zero Harm’.

29. Human Resources

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical / functional capabilities in order to meet future talent requirement. The Company’s HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented. This has helped greatly in overall development of the employee and has significantly arrested the attrition rate.
Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.
Industrial Relations: The Company’s Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

30. Significant and material orders passed by the Regulators or Courts:

There are no significant material orders passed by the Regulators/Courts of law which have impact on the going concern status of the Company and its future operations.

31. Enhancing Shareholders Value

Your Company believes that its members are the most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

32. Material changes and commitments affecting the financial position of the company after closure of the financial year.

Following are the material changes and commitments which may affect the financial position of the company occurred after closure of the financial year and before approval of this report are as follows:-

1) The company has allotted 4,00,000 equity shares of Rs. 10/- each at a premium of Rs. 32/- per share pursuant to request received from promoter for conversion of 4,00,000 warrants of Rs. 42/- each on 23[rd] May, 2023 and the company has received a sum of Rs. 126.00 Lakhs for which the company received listing and trading approval from BSE Limited as per the requirement of SEBI (ICDR) Regulations, 2018;
2) The company has incorporated one foreign wholly owned subsidiary in the name and style of D & H MIDDLE EAST FZE in Dubai, UAE which was incorporated on 5[th] May, 2023 which was incorporated for the purpose of Business of General Trading.

Except above, there is no material changes and commitments affecting the financial position of the Company occurred after closure of the financial year and before approval of this report

33. Details of Fraud

There are no instances of fraud reported by the Auditors to the Central Government which needs to be disclosed as per requirement of the provisions of section 134(3)(ca) of the Companies Act, 2013 during the year 2022-23.

34. Change in business.

During the year under review, there was no change in the nature of business of the Company.

35. Provision of Voting by Electronic Means.

Your Company is providing E-voting facility as per section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through Video Conferencing/OVAM, and no physical meeting will be held, and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility are provided with the notice of the Meeting.

36. General.

Your directors state that during the year under review:

a. The Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.
b. The company has not filed any application or there is no application or proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
c. There is no requirement to conduct the valuation by the bank and Valuation done at the time of one-time Settlement during the period under review.
d. Neither the Managing Director nor the Whole-time Directors receive any remuneration or commission from it company or its subsidiary.
e. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.
f. Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de-mergers, split, declaration and payment of dividend and has not failed to implement or complete the Corporate Action within prescribed timelines. However, the company has issued and allotted 7,88,000 convertible warrants into 7,88,000 equity shares of the company and further 3,88,000 equity shares of Rs. 10/- each pursuant to conversion of warrants during the period under review in compliance with the applicable laws of the Companies Act, 2013 and SEBI ICDR Regulations;
g. There were no revisions in the Financial Statement and Board’s Report.
h. The company is not required to have risk management Committee; however, the Audit Committee will frame, implement and monitor the risk management plan for the Company.

37. Acknowledgments

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Harsh Vora Sushil Rawka Place: Indore Managing Director Director Date: 12[th] August 2023 DIN 00149287 DIN 00156990

Managing Director Director DIN 00149287 DIN 00156990

Annexure-A

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part “A”: Subsidiaries

( Information in respect of each subsidiary to be presented with amounts in Rs. Lakh)

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S. Name of Subsidiary V & H Fabricators Pvt.
No. Ltd.
1 The date since when subsidiary was acquired 07/07/2012
2 Reporting period for the subsidiary concerned, if different from the 01/04/2022 to 31/03/2023
holding company’s reporting period
3 Reporting currency and Exchange rate as on the last date of the N.A.
relevant financial year in the case of foreign subsidiaries.
4 Share capital 51.25
5 Reserves & surplus 99.35
6 Total assets 151.34
7 Total Liabilities 0.75
8 Investments -
9 Turnover 0
10 Profit before taxation 4.01
11 Provision for taxation Including Differed Tax (0.36)
12 Profit after taxation 4.37
13 Proposed Dividend -
14 % of shareholding 100.00
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The above said company is not having any operations during the year 2022-23 Notes:

Names of subsidiaries which are yet to commence operations: Nil
Names of subsidiaries which have been liquidated or sold during the year: Nil

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures:

Name of Associate or Joint Venture which are yet to commence operations: N.A.
Name of associates or Joint Venture which have been liquidated or sold during the year: N.A.

For, M/s Devpura Navlakha & Co., Chartered Accountants FRN – 121975W

For and on behalf of Board

Sushil Rawka DIN 00156990

Harsh Vora

Managing Director Director DIN 00149287

Pramodkumar Devpura DIN 00149287 Partner M. No. 033342 Rajesh Sen Date: 23.05.2023 Company Secretary Place: Indore FCS 7689

Rajesh Songirkar CFO

Annexure-B

VIGIL MECHANISM

WHISTILEBLOWER POLICY The Purpose of this policy

D & H INDIA LIMITED and its subsidiaries are committed to complying with the foreign and domestic laws that apply to them, satisfying the Company’s Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Company’s financial information is accurate. If potential violations of Company policies or application laws are recognized and addressed promptly, both the Company and those working for or with the Company could face government investigation, prosecution, fines, and penalties. That can be costly. Consequentially, and to promote the highest ethical standards, the Company will maintain a workplace that facilitates the reporting of potential violations of Company policies and applicable laws. Employees must be able to raise concerns regarding such potential violations easily and free of any fear of retaliation. That is the purpose of this policy (the “Policy” or the “Whistleblower Policy”). You are required to read this Policy and submit the attached certificate that you will comply with it.

Your Duty to Report

Everyone is required to report to the Company any suspected violation of any law that applies to the Company and any suspected violation of the Company’s Code of Conduct and Ethics. It is important that you report all suspected violations. Retaliation includes adverse actions, harassment, or discrimination in your employment relating to your reporting of your reporting of suspected violation. It is the policy of the Company that you must, when you reasonably suspect that a violation if an application law or the Company’s Code of Conduct and Ethics has occurred or is occurring, repot that potential violation. Reporting is crucial for early detection, proper investigation and remediation, and deterrence of violations of Company policies or applicable laws. You should not fear any negative consequences for reporting reasonably suspected violation because retaliation for reporting suspected violation is strictly prohibited by Company policy. Failure to report any reasonable belief that a violation has occurred or is occurring is itself a violation of this Policy and such failure will be addressed with appropriate disciplinary action, including possible termination of employment.

How to Report

You must report all suspected violation to

immediate supervisor; or
the Chief Compliance Officer; or
anonymously, by sending an e-mail to: [email protected] or
By sending an anonymous letter to the Company Secretary & Compliance Officer at; D & H India Limited

Plot A, Sector A, Industrial Area, Sanwer Road, Indore,

E-mail: [email protected], Phone no. 0731-2974501

If you have reason to believe that you’re immediate supervisor or the Chief Compliance Officer is involved in the suspected violation, your report may be made to the Audit Committee of D & H INDIA LIMITED

Mr. Eshanya B. Guppta, Chairman of the Audit Committee

Because you have several means of reporting, you need never report to someone you believe may be involved in the suspected violation or from whom you would fear retaliation. Your report should include as much information about the suspected violation as you can provide. Where possible, it should describe the nature of the suspected violation; the identities of the persons involved in the suspected violation; a description of documents that relate to the suspected violation; and the time frame during which the suspected violation occurred. Where you have not reported anonymously, you may be contacted for further information.

Investigation after You Report

All reports under this Policy will be promptly and appropriately investigated, and all information disclosed during the course of the investigation will remain confidential, except as necessary to conduct the investigation and take any remedial action, in accordance with application law. Everyone working for or with the Company has a duty to cooperate in the investigation of reports of violations. Failure to cooperate in an investigation can be the basis for disciplinary action, including termination of employment. If, at the conclusion of its investigation, the Company determines that a violation has occurred, the Company will take effective remedial action commensurate with the nature of the offense. This action may include disciplinary action against the accused party, up to and including termination. Reasonable and necessary steps will also be taken to prevent any further violation of Company policy.

Retaliation is not tolerated

No one may take any adverse action against any employee for complaining about, reporting, or participating or assisting in the investigation of, a reasonably suspected violation of any law, this Policy, or the Company’s Code of Conduct and Ethics. The Company takes repots of such retaliation seriously. Incidents of retaliation against any employee reporting a violation or participating in the investigation of a reasonably suspected violation will result in appropriate disciplinary action against anyone responsible, including possible

termination of employment. Those working for or with the Company who engage in retaliation against reporting employees may also be subject to civil, criminal and administration penalties.

Document Retention

All documents related to reporting, investigation and enforcement pursuant to this Policy shall be kept in accordance with the Company’s policy and applicable law.

Modification

The Audit Committee or the Board of Director’s of D & H INDIA LIMITED can modify this Policy unilaterally at any time without notice. Modification may be necessary, among other reasons, to maintain compliance with federal, state or local regulations and/or accommodate organizational changes within the Company.

Please sing the acknowledgment form below and return it to Human Resources. This will let the Company know that you have received the Whistleblower Policy and are aware of the Company’s commitment to a environment free of retaliation for reporting violations of any Company policies or any applicable laws.

Acknowledgement and agreement regarding the Whistleblower Policy

This is to acknowledge that I have received a copy of the Company’s Whistleblower Policy. I understand that compliance with applicable laws and the Company’s Code of Conduct and Ethics is important and, as a public Company, the integrity of the financial information of the Company is paramount. I further understand that the Company is committed to a work environment free of retaliation for employees who have raised concerns regarding violation of this Policy, the Company’s Code of Conduct and Ethics or any applicable laws and the Company specifically prohibits retaliation whenever an employee make a good faith report regarding such concerns.

Annexure-C

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

[Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies Accounts) Rules, 2014] (A) Conservation of energy

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S. No. Particulars
(i) the steps taken or impact on conservation of energy; The Company has installed LED lights,
and enabled alarming for wastage of
lights at the plant and work stations.
(ii) the steps taken by the company for utilizing alternate The Company has installed the DG Sets
sources of energy; and solar lights
(iii) the capital investment on energy conservation Nil
equipment’s
(B) Technology absorption
(i) the efforts made towards technology absorption -
(ii) the benefits derived like product improvement, cost -
reduction, product development or import substitution
(iii) in case of imported technology (imported during the last Nil
three years reckoned from the beginning of the financial
year
(a) the details of technology imported Nil
(b) the year of import Nil
(c) whether the technology been fully absorbed Nil
(d) if not fully absorbed, areas where absorption has not Nil
taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development Rs. 226.47 Lakhs
(Rs. 91.06 Lakhs in Previous Year)
(C ) Foreign exchange earnings and Outgo 2022-23 2021-22
(i) The Foreign Exchange earned in terms of actual inflows Rs.27.31 Rs.1.19 Lakhs
during the year; Lakhs
(ii) And the Foreign Exchange outgo during the year in terms Rs. 75.42 Rs. 27.61 Lakhs
of actual outflows. Lakhs
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Annexure-D

PARTICULARS OF EMPLOYEES

The applicable information required pursuant to Section 197 of the Companies Act, 2013 read with Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules 2014 in respect of the employees are as under.

(i) The percentage of remuneration of each Director, Chief Financial Officer and Company Secretary, during the Financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of employees of the Company for the Financial year 2022-23 are as under:

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Sr. Name Remuneration % Increase in Ratio of Remuneration
No. of Director/ remuneration of each Director to
KMP for the in the FY median remuneration of
FY 2022-23 2022-23 employees
1 Mr. Harsh Vora 1,00,07,000 +88.48 38.39
Managing Director
2 Mr. Saurabh Vora 81,57,000 +213.27 31.37
Executive Director
3 Mr. Rajesh Songirkar CFO 8,94,080 +53.78 -
4 Mr. Rajesh Sen, CS 6,61,950 +15.30 -
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(ii) The median remuneration of employees of the Company during the financial year was Rs. 2.60 Lakhs.

(iii) In the financial year, there was a increased of average 16%, in the median remuneration of employees.

(iv) The number of permanent employees on the roll of the company is 101 Employees.

(v) Average percentile increase/decrease 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/decrease in the managerial remuneration:

Based on Remuneration Policy of the Company, salary of the employees was increased at 26.94% and managerial remuneration was increased at 129.54% this is based on Remuneration Policy of the Company that rewards people based on their contribution to the success of the company and also ensures that external market competitiveness and internal relativities are taken care of.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company: The Company affirms that remuneration is as per the remuneration policy of the Company.

Annexure-E

Form MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31[st ] MARCH, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

A-204, 2nd Floor, Kailash Esplanade Opp. Shreyas Cinema, L.B.S. Marg, Ghatkopar (West) Mumbai 400086

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by D & H India Limited (hereinafter called ( “the Company” ). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and representations made by the management, We hereby report that in our opinion, the Company has, during the audit period covering the Financial year ended 31[st] March, 2023 (“Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March, 2023 , according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder ;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and By-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings ( No FDI/ODI/ECB were made/availed by the Company during the Audit Period );
(v) (i) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (‘SEBI Act’)as amended from time to time as amended from time to time: —
- (a) The SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011 ;
- (b) The SEBI (Prohibition of Insider Trading) Regulations, 2015;
- (c) The SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; and
- (d) The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(ii) Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not applicable to the Company under the financial year under report: -
- (a) The SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,1999;
- (b) The SEBI (Issue and Listing of Debt Securities) Regulations, 2008;
- (c) The SEBI (Delisting of Equity Shares) Regulations, 2009; and
- (d) The SEBI (Buyback of Securities) Regulations, 1998.
(vi) The Company is having business of manufacturing of general engineering goods (Welding consumable) and no such specific law is applicable to the Company.

We have also examined compliance with the applicable clauses of the following :

(i) Secretarial Standards issued by the Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and
(ii)The SEBI (LODR) Regulations, 2015 as amended from time to time.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except that:-

1) The company has not obtained Special Contingency Insurance Policy as required under Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25[th] May, 2022;

We further report that the Board of directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice was given to all the directors to schedule the Board Meetings and agenda were also sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of directors and Committee of the Board, as the case may be.

Based on the records and process explained to us for compliances under the provisions of other specific Acts applicable to the Company, we further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This report is to be read with our letter of even date which is annexed as Annexure I and forms an integral part of this report.

We further report that during the audit period of the Company has certain specific events which have bearing on company’s affairs which are as follows: -

1) The company has applied to BSE Ltd. for seeking necessary approval for re-classification of the status. BSE Ltd has granted their approval for reclassification of Mr. Madhusudan Jain and his group from Promoter to Public Category vide their letter No. LIST/COMP/RK/490/2022-23 on dated 14[th] February, 2023;
2) The company has taken approval of its members in their meeting held on 30[th ] Sept., 2022 for providing powers to the Board to issue and allot upto 7,88,000 Convertible Warrant of Rs. 42/- on preferential basis to one of the Promoter of the company. The company has also received in-principle approval from BSE Ltd. vide their Letter No LOD/PREF/VK/ FIP/2631/2022-23 on dated 28[th] Sept., 2022;
3) The Board of Directors at their meeting held on 12[th] October, 2022 has allotted 7,88,000 Convertible Warrants of Rs. 42/- each upon the upfront amount of Rs. 10.50 per warrant, convertible into 7,88,000 equity shares of Rs. 10/- at a premium of Rs.32/- per shares within a period of 18 months from the date of issuance of Warrants at the option of the warrant holders in one or more than one trenches.
4) At the option exercised by warrant holder for conversion of 3,88,000 warrants after paying the remaining balance of Rs. 31.50 per warrants. The Board at their meeting held on 29[th] October, 2022 has issued 3,88,000 equity shares of Rs.10/- each at a premium of Rs.42/- per share, consequently the paid up capital of the company has been increased to Rs. 7,88,80,000 divided into 78,88,000 equity shares of Rs. 10/each and the BSE Ltd. has also provided listing and trading approval as per the requirement of the SEBI (ICDR) Regulations, 2015.

Matter of Emphasis

The company has submitted an application to BSE Ltd. for re-classification of status of some Promoter to Public category on 22.10.2021 but the disclosure of the same has been submitted on 09.07.2022 as required under Reg. 31A(8) of the SEBI (LODR) Regulation, 2015, which was due for filing within 24 hours from the date of making application. In this respect BSE Ltd. By its Letter No. LIST/ COMP/ RK/ 491/ 2022-23 dated 14.02.2023 and has advised to “henceforth ensure compliance keeping in not only the letter but the spirit of the requirement of SEBI (LODR) Regulations, 2015 ”.

2. The company has filed certain forms after their due date of filing by paying additional fees as required under the Companies Act, 2013 and rules made thereunder.

For, D.K. JAIN & CO. COMPANY SECRETARIES FRN No. I1995MP067500

CS (Dr.) D.K. JAIN PROPRIETOR FCS 3565: CP 2382 Peer review: 743/2020 UDIN: F003565E000598742 Place: Indore Date: 13[th ] July, 2023

Annexure - I to the Secretarial Audit Report

To,

The Members,

D & H India Limited

A-204, 2nd Floor, Kailash Esplanade Opp. Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai 400086

Our report of even date is to be read along with this letter.

Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of treatment of various tax liabilities and payment thereof, compliance of the applicable accounting standards, financial records and Books of Accounts of the company as the same is subject to the statutory audit being performed by the independent auditors.
Wherever required, we have obtained the Management representation and also relied about the compliance of laws, rules and regulations and happening of events etc.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, guidelines, standards etc., are the responsibility of management. Our examination was limited to the verification of procedures on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.
We do not take any responsibility for any person if taking any commercial, financial or investment decision based on our secretarial audit report as aforesaid and they needs to take independent advise or decision as per their own satisfaction.

For, D.K. JAIN & CO. COMPANY SECRETARIES FRN No. I1995MP067500

CS (Dr.) D.K. JAIN PROPRIETOR

FCS 3565: CP 2382 Peer review: 743/2020

UDIN: F003565E000598742

Place: Indore Date: 13[th] July, 2023

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A. Economic Scenario and Outlook:

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF) and it is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. India’s GDP is to have 7.2 per cent in 2022-23 and is expected 6.5 per cent per cent in 2023-24.

The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Government initiatives such as development of SEZs, industrial corridors, industrial clusters, fab cities and textile parks, and subsidies and tax cuts to manufacturing groups are also fuelling growth in the industrial sector in the region. Improvements in road, rail and marine infrastructure and trade related benefits from governments such as abolishment/reduction in import duties and excise duties on certain imported raw materials and semi-finished goods and special export related incentives on finished goods, machinery and equipment.

The Indian Engineering sector has witnessed a sustainable growth over the last few years driven by increased investments in infrastructure and industrial production. The engineering sector, being closely associated with the manufacturing and infrastructure sectors, is of strategic importance to India's economy.

Program for modernization of plant & machinery will continue from its internal resources and committed to continual quality improvements, R & D & innovations.

B. Industry structure and developments:

Your Company deals in two segment i.e. manufacturing and sale of the welding consumable and Metallurgical Cored Wire, which are mainly used in various sector of industries including infrastructure projects, Thermal Power Plants, Steel, Metal, Cement, etc. New projects in these sectors have important contribution towards growth and profitability of the Company.

C . Quality Management System:

The Quality Management System in the Company is well defined and is well in place.

D. Internal Control System:

The Company has adequate internal control systems and procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The transactions are recorded and reported in conformity with generally accepted accounting practices. The internal control systems and procedures ensure reliability of financial reporting, compliance with the Company’s policies and practices, governmental regulations and statutes. Internal Audit is conducted by independent firm of auditors. Internal Auditors regularly check the adequacy of the system, their observations are reviewed by the management and remedial measures, as necessary, are taken. Internal Auditors report directly to the Chairman of the Audit Committee to maintain its objectivity and independence.

E. Opportunities and Threats:

Since your company is catering the needs of almost all sectors of Industries, therefore it has a good business cushion against recession in one or other sector as the other sector may improve concurrently.

The Indian Government focus on infrastructure growth will offer more opportunities to capital goods sector. The Banking system in the domestic market is facing an unprecedented situation of uncertainty and economic challenge due to non- performing assets (NPAs). Though the Government and the central Bank are seized of the gravity of the situation and are moving ahead with initiative to contain and resolve the problem, global macro-economic factors, beyond the control of the domestic economy can disrupt the equilibrium. In such a scenario the entire capital goods sector itself will face difficulties due to lack of new projects and liquidity crisis.

Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally no major risks are foreseen.

F. Human Resources:

We are committed to providing our employees with a work environment that is based on fairness, openness and mutual respect. Our on-groundwork force and our employees together are the key to successes of our Company.

The Company emphasizes on the highest level of professional ethics, personal decorum, adherence to deadliness, compliance to standards and customer service.

The Company continues with its dedicated efforts to identify talent and has been recognized for its exemplary people-related parties in the industry.

G. Health, Safety and environment measures:

Company is committed to meet the highest standards of health, safety and environmental performance. It continues to accord highest priority to conducting safe operations while being responsible towards the environment and ecology.

The Company focused on safe operations in line with its commitments to improve its health, safety and environment performance. Internal and external safety audits and inspections were carried out regularly. Emergency management plans have been developed to deal with any emergency within the factory premises. Considering the health and safety of the employees of the Company and in line with the advisories, orders and directions issued by both State and Central Government in order to prevent the spread

Due to the corona virus (Covid19) outbreak, the Company has operated their operations at plant level as per advisories till the lockdown period. Further the Company has also implemented Work from Home Policy to ensure the safety of employees post Covid19 issue. The HR department of the Company is continuously in touch with the employees to guide them and solve their problems. The HR Department of the Company has continuously created the awareness of Covid 19 among the employees of the Company through E-mails and has also educated the employees in respect of personal hygiene and precautions which needs to be taken in this situation of pandemic.

The Company has conducted the interviews through telephone and meetings through Video Conferencing in order to maintain social distancing which is most essential due to the spread of Covid-19. The Company has also prepared a systematic operating plan to deal with Covid-19 issue, which will be implemented after the lock down is lifted.

H. Segment Reporting & Finance performance of the Product: Company has two segments i.e. manufacturing of welding consumable and Metallurgical Cored Wires, and the financial performance of the company is being incorporated in the Director’s Report section.

I. Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial rations, alongwith detailed explanation there of:

Relevant Disclosure is already provided in Note No: 28 of the Financial Statements. You are requested to please refer the same.

J. Details of any change in Return on Net Worth as compared to the immediately previous financial year

along with a detailed explanation thereof.

Net worth of the company is 12.14% as compared to P.Y. 7.18 % which is increased because of increase in profits and overall net worth due to change in capital structure of the company.

K. Risk and concern:

The Indian Government focus on infrastructure growth will offer more opportunities to capital goods sector. Apart from the normal risk demand-supply conditions, raw material prices, competitor strategies, changes in government regulations, tax regimes, economic developments within the country and globally no major risks are foreseen.

L. Cautionary statement:

Statement made in the management discussion and analysis report regarding the expectations or predictions are forward looking statements within the meaning of applicable laws and Regulations. Actual performance may deviate from the explicit or implicit expectations.

M. Industrial Relations:

Company’s Industrial relations has continued to be healthy, cordial and harmonious during the period under review.

N. Compliance with Indian Accounting Standards

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as notified. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2022-23

(Forming Part of the 38[th] Board’s Report, for the year ended 31[st] March 2023)

1. Company’s philosophy on corporate governance

Corporate Governance at D & H India Limited has been a continuous journey and the business goals of the Company are aimed at the overall well being and welfare of all the constituents of the system. The Company is committed to conduct its business in compliance with applicable laws, rules and regulations with highest standards of business ethics. The Company firmly believes and has consistently practiced good Corporate Governance.

The Company's policy is reflected by the values of transparency, fairness, professionalism and accountability, effective management control, social responsiveness with complete disclosure of material facts and independence of Board. D & H India Limited constantly strives towards betterment and these aspects and thereby perpetuate in generating long term economic value for its Shareholders, Customer, Employees other associated persons and the society as a whole.

Your Company confirms the compliance of Corporate Governance as contained in Chapter IV of the SEBI (LODR) Regulations, 2015 as amended, the details of which are given below.

2. Board of Directors

The Company’s Board plays a pivotal role in ensuring that the Company runs on sound and ethical business practices and that its resources are utilized for creating sustainable growth and societal wealth. The Board operates within the framework of a well-defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the interest of the Company; ensuring fairness in the decision making process, integrity and transparency in the Company’s dealing with its Members and other stakeholders. Composition of the Board as on March 31, 2023

Composition of the Board as on March 31, 2023
Category	No. of Directors
Non-Executive Independent Directors	3
Other Non-Executive Directors	3
ManagingDirector & Executive Directors	2

The Chairman of the Board of Directors is the Independent Director.

As required under section 149(3) of the Companies Act, 2013, Mrs. Atithi Vora and Ms. Suhani Doshi, are Woman Directors on the Board.

Directors’ Profile :

The Board of Directors comprises highly renowned professionals drawn from diverse fields. They bring with them a wide range of skills and experience to the Board, which enhances the quality of the Board’s decisionmaking process. The brief profile of the Company’s Board of Directors is as under:

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Name of Shri Harsh Shri Shri Sushil Mrs. Mrs. Atithi Shri Sunil Shri Shri
Directors Vora Saurabh Rawka Suhani Vora Kathariya Balraj Eshanya
Vora Doshi Kishore B Guppta
Namdeo
DIN: 00149287 02750484 00156990 09237526 06899964 07155856 06620620 01727743
Date of 10.12.62 11.09.87 05.02.52 30.07.96 27.03.88 01.06.60 17.10.56 05.11.76
Birth
Date of 01.10.20 01.10.20 01.04.05 06.08.21 29.09.17 15.05.20 01.04.19 15.05.20
Appointmen
t in the
current term
Expertise / More than 38 15 years’ 42 years’ She has rich 9 years’ He has rich He has 22 years’
Experience years’ experience in experience experience experience experience rich experience
in specific experience in the industry in in Industrial in the field in the field experience in the
functional the field of and Industrial commercial Managemen of of in the field Accounts,
areas Company’s Management. matters t. Accounts, Engineering of Finance,
product. Finance, and Steel Petroleum and
Taxation industries industries Taxation.
Qualificatio B. Com B Tech B. Com Graduate CA BE BE MBA
n Mechanical, Mechanic
PGDBM al, M
Tech
No. & % of 6,99,745 14,01,100 63,278 50,000 50,000 - - -
Equity 8.98% 17.99% 0.86% 0.68% 0.68%
Shares held
List of 1.V & H 1.V & H - - - - 1. Furnace 1. Start
outside Fabricators Fabricators Fabricat Jump
Company’s Pvt. Ltd. Pvt. Ltd. India Pvt. Education
Directorship 2.V & H Infra 2.V & H Infra Ltd. LLP
held Pvt. Ltd. Pvt. Ltd. 2.Anista 2. Tech
----- End of picture text -----

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including 3.HKV 3.HKV Infratech Pears
Listed Exports Pvt. Exports Pvt. Pvt Ltd Technologie
Companies Ltd. Ltd. 3.JNK s Pvt. Ltd.
if any. India Ltd 3.Valencia
Nutrition
Ltd.
4.Carton
Hill Pvt.
Ltd.
5.Stamford
Brook Pvt.
Ltd.
6. Finsun
Advisor Pvt.
Ltd.
7. Zaper
Auto Private
Limited
Chairman / Nil Member of Chairman - - Member of: Member Chairman
Member of 1. of: 1. of: of:
the Stakeholder 1. Nomination 1. Audit 1.
Committees Relationship Stakeholder & Committee Nomination
of the Board Committee Relationship Remuneratio &
Committee- n Remunerati
of Directors
Member of: Committee- on
of the
2.Nominatio 2. Audit Committee-
Company n & Committee- 2. Audit
Remuneratio Committee-
n
Committee-
3.Audit
Committee-
Chairman / - - - - - - - -
Member of
the
Committees
of the
Board, of
other
Companies
in which he
is director
Directors Father of Son of Mr. Nil Daughter of Spouse of Nil Nil Nil
Interest Mr. Saurabh Harsh Vora, Mr. Harsh Mr. Saurabh
Vora and Spouse of Vora, Sister Vora and
Suhani Doshi, Mrs. Atithi of Mr. Daughter in
Father in Law Vora, Brother Saurabh Law of Mr.
of Mrs. Atithi of Suhani Vora Harsh Vora
Vora Doshi
Attendance of Directors at Board Meetings and AGM
Total 9 (Nine) Board meetings were held during the year ended 31 [st] March 2023. These were held on 28 [th] May
2022, 6 [th] August, 2022, 3 [rd] September, 2022, 6 [th] October, 2022, 12 [th] October, 2022, 29 [th] October ,2022, 14 [th]
November, 2022, 2 [nd] February 2023 and 14 [th] March, 2023. The maximum time gap between any two board
meetings was less than 120 days. The details of director's attendance at board meetings held during financial
year 2022-23 and at the last AGM are as under:
Name of Date of the Board Meetings Date of
Director AGM
28.05.22 06.08.22 03.09.22 06.10.22 12.10.22 29.10.22 14.11.22 02.02.23 14.03.23 30.09.22
Mr. Harsh Yes Yes Yes - Yes Yes Yes Yes Yes Yes
Vora
Mr. Saurabh Yes Yes Yes - Yes Yes Yes Yes Yes Yes
Vora
Mrs. Atithi - Yes Yes - Yes Yes - Yes Yes Yes
Vora
Ms. Suhani Yes Yes Yes - Yes Yes Yes Yes - Yes
Doshi
Mr. Sushil Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
Rawka
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Mr. Balraj Kishore Namdeo	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Sunil Kathariya	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Eshanya B Guppta	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes

Induction and Familiarization Program for Directors :

On appointment, the concerned Director has given a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization programs including the presentation and interactive session with the Managing Director, Committee Members and other Functional Heads on the Company’s manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a director. On the matters of specialized nature, the Company engages outside experts/consultants for presentation and discussion with the Board members. The details of familiarization program can be accessed from the website: www.dnhindia.com.

Skills / Expertise / Competencies of the Board of Directors:

The following is the list of core skills / expertise / competencies identified by the Board of Directors as required in the context of the Company’s business and that the said skills are available with the Board Members:

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Matrix Setting out Skills / Expertise / Competencies:
Skills / Expertise / Shri Sunil Shri Shri Shri Mrs. Ms. Shri Shri
Competencies Kathariya Eshanya Balraj Sushil Atithi Suhani Saurabh Harsh
Chairman B Guppta, Kishore Rawka, Vora, Doshi Vora, Vora,
and Independe Namdeo, Director Women Director Whole Managing
Independent nt Independent Director Time Director
Director Director Director Director
Knowledge about Excellent
Company’s
product
Behavioural skills Effectively using in the Company
Business Strategy Excellent Excellent Excellent
Sales & Excellent Excellent Very Good at Good Good Excellent Excellent
Marketing limited
level
Corporate Excellent
Governance
Forex Good Excellent Good No Very Excellent Excellent Excellent
Management Good
Administration Very Good Very Very Good Having Having at Excellent Excellent Excellent
Good at limited
limited level
level
Decision Making Effectively using in the Company Good Excellent Excellent
Financial Skills Having at Excellent Very Good Having Very Excellent Excellent Excellent
limited level at Good
limited
level
Management Very Good Excellent Very Good Good Good Good Excellent Excellent
skills
Technical skills Having at Excellent Having at Having Having at Excellent Excellent Excellent
limited level limited level at limited
limited level
level
Professional skills Excellent
specialized
knowledge in
relation to Excellent
Company’s
business
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Confirmation with respect to Independent Director’s:

Your Board of Directors is of the opinion that the Independent Directors fulfil the conditions specified in the SEBI (LODR) Regulations, 2015 and are independent of the management. Further, all the Independent Directors have furnished their declaration(s) that they meet the criteria of Independence laid down under the Companies Act, 2013 and the Listing Regulations.

3. Committee of Directors

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the following mandatory committees viz.

Audit Committee,
Stakeholders’ Relationship Committee,
Nomination and Remuneration Committee,

The terms of reference of these Committees are determined by the Board and their relevance is reviewed from time to time. Meetings of these Committees are convened by the respective Chairman of the Committee, who also informs the Board about the summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Directors individually and tabled at the Board Meetings.

3.1. Audit committee

The Audit Committee is constituted in accordance with the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Audit Committee of D & H India Limited consists of four members, viz., Mr. Eshanya B Guppta, Mr. Sunil Kathariya, Mr. Sushil Ratanlal Rawka and Mr. Balraj Kishore Namdeo. The Chairman of the Committee is Mr. Eshanya B Guppta and Mr. Rajesh Sen acts as the Secretary to the Committee. In case of absence of Chairman in the meeting, Mr. Sunil Kathariya act as Chairman of the meeting.

The terms of reference of the Audit Committee mandated by the statutory and regulatory requirements, which are also in line with the mandate given by your Board of Directors, are:

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
Recommendation for appointment, remuneration and terms of appointment of auditors of the company.
Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
a. Matters required being included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of Clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;;
Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process.
Approval or any subsequent modification of transactions of the Company with related parties;
Scrutiny of inter-corporate loans and investments
Valuation of undertakings or assets of the Company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;
Reviewing, with the management, performance of statutory and internal auditors and adequacy of the internal control systems;
Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
Discussion with internal auditors of any significant findings and follow up there on.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
To review the functioning of the Whistle Blower Mechanism.
Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate.
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Review of information by Audit Committee.
Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

The Audit Committee reviews the following information :

Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the Audit Committee) submitted by management;
Management letters/letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.
Statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice in terms of Regulation 32(7).

The Committee held Six (6) meetings during the financial year 2022-23. The table below provides the date of the meeting, attendance of the Audit Committee members and the composition of the committee

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Name of the Category Attendances at the Audit Committee meeting held
Member 28.05.22 06.08.22 31.08.22 03.09.22 14.11.22 01.02.23
Mr. Eshanya B ID/Chairman Yes Yes Yes Yes Yes Yes
Guppta
Mr. Sushil Rawka NED/Member Yes Yes Yes Yes Yes Yes
Mr. Sunil ID/Member Yes Yes Yes Yes Yes Yes
Kathariya
Mr. Balraj ID/Member Yes Yes - Yes Yes Yes
Kishore Namdeo
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All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess knowledge of finance, accounting practices and internal controls. Mr. Rajesh Sen, Company Secretary also functions as the Secretary to the Committee.

The representatives of the Statutory Auditors are permanent invitees to the Audit Committee Meetings. The Chief Financial Officer (CFO) and Internal Auditor also attend Audit Committee Meetings. The Internal Auditor reports directly to the Audit Committee.

During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors and the Internal Auditor to get their inputs on significant matters relating to their areas of audit

3.2. Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted by the Board in compliance with the requirement of Section 178(5) of the Act and Regulation 20 of the Listing Regulations. During the financial year 2022-23, the Committee met 2 (Two) times i.e., on 28[th] May 2022 and 1[st] February 2023. Mr. Sushil Rawka is the Chairman of the committee while Mr. Rajesh Sen, the Compliance Officer of the Company, acts as the secretary to the committee.

The terms of reference mandated by your Board, which is also in line with the statutory and regulatory requirements are:

Resolving the grievances of the security holders of the company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
Review of measures taken for effective exercise of voting rights by shareholders.
Review of adherence to the service standards adopted by the company in respect of various services being rendered by the Registrar & Share Transfer Agent.
Review of the various measures and initiatives taken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The composition of the Stakeholders’ Relationship Committee as at 31[st ] March, 2023 and details of the Members participation at the Meetings of the Committee are as under:

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Name of the Member Category Attendances at the Stakeholders
Relationship Committee meeting held
28.05.2022 01.02.2023
Mr. Sushil Ratanlal Rawka Chairman Yes Yes
Mr. Saurabh Vora WTD/Member Yes Yes
Mr. Sunil Kathariya ID/Member Yes Yes
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During the meeting all queries like non-receipt of annual reports, dividend, transfer of shares, new share certificates, change of address etc., were resolved to the satisfaction of the shareholders. Stakeholders are requested to furnish their telephone no. and email addresses to facilitate prompt action. During the year the company had not received any complaint. There were no complaints outstanding as on March 31, 2023.

The Committee's Composition meets with the requirements of Section 178(5) of the Companies Act, 2013 and Clause 20 (Chapter IV) of the SEBI (LODR) Regulations, 2015.

3.3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee determines and recommends to the Board the compensation payable to the directors. The remuneration committee consists of three non–executive directors as members, viz., Mr. Sunil Kathariya, Mr. Eshanya B Guppta, and Mr. Sushil Rawka. Mr. Rajesh Sen acts as the secretary and Mr. Eshanya B Guppta is the Chairman of the committee. The Committee's composition meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015. Three (3) meetings of the committee were held during the financial year 2022-23. In case of absence of Chairman in the meeting, Mr. Sunil Kathariya act as Chairman of the meeting.

Terms of Reference of Nomination, Remuneration and Compensation Committee:

The Remuneration Committee is duly constituted in accordance with the provisions of SEBI (LODR) Regulations, 2015 and Section 178 and other provisions of Companies Act, 2013 and is empowered to do the following:

To formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to appointment and remuneration for Directors, Key Managerial Personnel and other senior employees;
To formulate criteria for evaluation of the members of the Board of Directors including Independent Directors, the Board of Directors and the Committees thereof;
To devise policy on Board Diversity;
To identify persons, qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and where necessary, their removal;
To formulate policy ensuring the following:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully,
b. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks, and
c. Remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;
d. Recommendation to the board, all remuneration, in whatever form, payable to senior management.
To design Company’s policy on specific remuneration packages for Executive/ Whole Time Directors and Key Managerial Personnel including pension rights and any other compensation payment;

To determine, peruse and finalize terms and conditions including remuneration payable to Executive/ Whole Time Directors and Key Managerial Personnel of the Company from time to time;
To review, amend or ratify the existing terms and conditions including remuneration payable to Executive/Whole Time Directors, Senior Management Personnel and Key Managerial Personnel of the Company;
Any other matter as may be assigned by the Board of Directors.

The composition of the Nomination and Remuneration Committee as at 31[st ] March, 2023 and the details of Members participation at the Meetings of the Committee are as under:

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Name of the Member Category Attendances at the Nomination and Remuneration
Committee meeting held
28.05.22 06.08.22 14.11.22
Mr. Eshanya B Guppta ID/Chairman Yes Yes Yes
Mr. Sunil Kathariya ID/Member Yes Yes Yes
Mr. Sushil Rawka NED/ Member Yes Yes Yes
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4. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board. 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 Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

TERMS OF APPOINTMENT & REMUNERATION – MD/WTD

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Particulars Mr. Harsh Vora, Managing Director Mr. Saurabh Vora (WTD)
Period of Appointment 01.10.2020 to 30.09.2023 01.10.2020 to 30.09.2023
Salary including Maximum upto Rs. 12,50,000/- P.M. Maximum upto Rs. 10,00,000/- P.M.
Allowances
Perquisites Contribution to PF as per Rules Contribution to PF as per Rules
Retrial Benefits Gratuity and Leave encashment as per Gratuity and Leave encashment as per Rules
Rules
Performance Bonus - -
Deferred Bonus - -
Minimum Remuneration As per provisions of the Schedule V of As per provisions of the Schedule V of the
the Companies Act, 2013 Companies Act, 2013
Notice Period and fees 3 months from either side 3 months from either side
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Terms of Remuneration – Non-Executive Directors/Independent Directors

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Particulars Mr. Sunil Mr. Balraj Mr. Eshanya B Mr. Sushil Ms. Suhani Mrs. Atithi
Kathariya, Kishore Guppta, Rawka, Doshi Vora,
Independent Namdeo, Independent Directors Directors
Directors Independent Directors
Directors
Period of 15.05.2020 to 01.04.2019 to 15.05.2020 to Liable to retire by rotation and may be re-
Appointment 15.05.2025 31.03.2024 15.05.2025 appointed if eligible as and when required
Sitting Fees For meeting of For meeting of For meeting of For meeting For meeting For meeting
the Board and the Board and the Board and of the Board of the Board of the Board
any Committee any Committee any Committee and any and any and any
thereof thereof thereof Committee Committee Committee
thereof thereof thereof
Salary - - - - -
including
Allowances
Perquisites - - - - -
Retrial Benefits - - - - -
Performance - - - - -
Bonus
Sitting Fee 70,000 70,000 70,000 70,000 70,000 50,000
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Remuneration Policy:

The Policy for Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) is uploaded on Company’s website. (Link:-http://www.dnhindia.com) and has been attached with Board report.

5. Information on General Body Meeting

The details of the location and time for last three AGMs are given hereunder: -

Year	Location	Date	Time	Special Resolution	Special Resolution through postal Ballot
2021-22	AGM- through Video Conferencing or Other Audio Visual Means (OAVM) for which the deemed venue for the was A– 204, 2nd Floor Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai–400086 MH.	30thSept., 2022	1.00 P.M.	1	No
2020-21	Do	30thSept.,2021	1.00 P.M.	2	No
2019-20	Do	30thSept.,2020	1.00 P.M.	2	No

During the year under review, no resolution was passed through the Postal Ballot process.

6. Disclosures:

A. Subsidiary Companies

As on the closing of the financial year, The Company has one wholly owned subsidiary in the name of V & H Fabricators Pvt. Ltd. the company is not having any material subsidiary.

B. Related Party Transactions

All the transactions entered into with Related Parties as defined under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

The Audit Committee and the Board have approved a policy for related party transactions which has been uploaded on the Company’s website.

C. Providing voting by Electronic Means .

Your Company is providing E-voting facility under Regulation 44 of SEBI (LODR) Regulations, 2015 and Companies Act, 2013 . The details regarding e-voting facility is being given with the notice of the Meeting.

D. Strictures and Penalties

No penalties have been imposed on the Company by the Stock Exchanges or by the SEBI or by any statutory authority on any matters related to capital markets during the last three years. Except that, the company is delayed in submission of the Shareholding Pattern for the quarter ended 30[th] Sept., 2015 due to which BSE Ltd. has initially imposed a Fine of Rs.1,19,000/- and upon request, BSE has considered and waived part of fine amount Rs. 74,000/- and after adjustment of payment of Rs. 1,000/- already paid, the remaining amount of Rs. 44,000/- plus GST was imposed which was duly paid by the company on 07.03.2022.

E. Compliance with Indian Accounting Standards

F. Vigil Mechanism/Whistle Blower Policy

The Company has laid down a Whistle Blower Policy/vigil mechanism. The company encourages an open door policy where employees have access to the Head of the business/function. The company takes cognizance of the complaints made and suggestions given by the employees and others. Complaints are looked into and whenever necessary, suitable corrective steps are taken. No employee of the company has been denied access to the Audit Committee in this regard

As part of our corporate governance practices, the company has adopted the Whistleblower policy that covers our directors and employees. The policy is provided pursuant to the SEBI (LODR) Regulations, 2015 at our website, http://www.dnhindia.com and also annexed with the Board Report.

G. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Company Secretary & Head Compliance is responsible for implementation of the Code.

H. Proceeds from public issues, rights issue, preferential issues, etc

The Company had allotted 7,88,000 Convertible Warrants (‘Warrants’), each carrying a right to subscribe to One Equity Share per Warrant, at a price of Rs. 42/- Per Warrant (‘Warrant Price’), aggregating Rs.330.96 Lakhs on a preferential basis to Promoter.

An amount of Rs.10.50 not less than the 25% of the Warrant Price was paid at the time of subscription aggregating Rs.82.74 Lakhs and the balance 75% of the Warrant Price was payable by the Warrant holder at the time of conversion in one or more trances.

On 29[th] Oct., 2022 on receipt of balance option money of Rs.31.50 per warrant aggregating Rs.122.22 Lakhs for conversion of 3,88,000 warrants were converted into the 3,88,000 equity share of the company. The details of utilization of the proceeds as under :(Rs. In Lakhs)

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Nature of receipts of proceeds / Amount received Amount utilized Remaining
utilization till 31.03.2023 towards to objects amount unutilized
of the issue as at 31.03.2023
Upfront money received on 7,88,000 82.74 82.74 0.00
warrants @ Rs. 10.50 per warrant
Conversion price received on 3,88,000 122.22 122.22 0.00
warrants @ Rs. 31.50 per warrant
Total Receipts 204.96 204.96 0.00
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There is no deviation in the proposed project and its utilization.

I. Disclosures with respect to demat suspense account/ Unclaimed Suspense Account:

There are no equity shares lying in the demat suspense account/ Unclaimed Suspense Account.

J. Confirmation that in the opinion of the board, the independent director fulfills the condition specified in this regulation and are independent of the management:

All Independent Directors has given disclosure as required under the Companies Act, 2013 and Listing Regulations that they are independent of the management and the Management do hereby confirm there independency.

K. Detailed Reason for resignation of Independent Director who resigns before the expiry of his tenure along with the confirmation by such director that there are no other material reason other than those

provided:

There is no resignation of any independent Director during the Financial Year.

L. Secretarial Compliance Report:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8[th] February, 2019 read with Regulation 24(A) of the SEBI (LODR) Regulation, 2015, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

The Company has engaged the services of CS (Dr.) D.K. Jain (CP No. 2382), Practicing Company Secretary and Secretarial Auditor of the Company.

M. Certificate from Practicing Company Secretary for Non Disqualification of directors:

Certificate for disqualification of directors as required under Part C of Schedule V of the SEBI (LODR) Regulation, 2015, received from CS Ritesh Gupta (CP No. 3764) proprietor of M/s. Ritesh Gupta & Co., Practicing Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority.

N. Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013:

The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The details relating to the number of complaints received and disposed of during the financial year 2022-23 are as under:

a. Number of complaints filed during the financial year: NIL
b. Number of complaints disposed of during the financial year: NIL
c. Number of complaints pending as on end of the financial year: NIL

O. Where the Board had not accepted any recommendation of any committee of the board which is mandatorily required, in the financial year.

Your Board affirms that, there is no such instance where the Board has not accepted any recommendation of any committee of the Board during the financial year.

P. Total fees for all services by the company and its subsidiary on consolidated Basis, to the Auditors of

the company.

Total fees for all the services paid by the listed entity and its subsidiaries on a consolidated basis to the statutory auditor are as follows:-

S. No.	Name of the company	Status	Services Provided	Amount in Rs.
1.	D & H India Ltd.	Listed company	Audit Fees	1,00,000
2	V & H Fabricators Pvt. Ltd.	Subsidiary	Audit Fees	13,000
		TOTAL		1,13,000

Q. Disclosure by listed entities and its subsidiaries of Loans and Advances in the nature of loans to firms/companies in which directors are interested by name and amount.

As on 31[st] March 2023 there are no subsisting loans and advances in which directors are interested.

. Senior Management Sr. No. Name of the Senior Management 1 Mr. Rajesh Sen 2 Mr. Rajesh Songirkar 3 Anil Shintre
Name of the Senior Management	Particulars/Designation in the Company	Change during the year	Date of such change
Mr. Rajesh Sen	Company Secretary and ComplianceOfficer	-	-
Mr. Rajesh Songirkar	CFO	-	-
Anil Shintre	GM-Technical	-	-

S. Outstanding GDRs/ADRs/Warrants or any convertible instruments, etc.

The company had taken approval from the members/shareholders on 30th Sept., 2022 to issue 7,88,000 warrants of Rs. 42/- each convertible into the equity shares of Rs.1/- each to Promoter.

During the year under review, the company has converted 3,88,000 warrants into 3,88,000 equity shares of Rs. 10/- each and as on the closing of the financial year 2022-23, there were 4,00,000 warrants outstanding for conversion into the equity share of the company as at 31[st] March, 2023 which were duly converted on 23rd May, 2023 for which the company has also received listing and trading approval.

T. Foreign exchange risk and hedging activities

The Company has no foreign exchange exposures; however, hedging/forwarding contract is done wherever it was required.

U. Credit Rating

Company has not issued any debenture or accepted deposits so the rating from CRISIL or any other agency was not required to be obtained.

V. Agreements as prescribed under Clause 5A of Part A of Schedule III of the SEBI (LODR)

Regulations, 2015:

The company has not entered into any type of agreement as prescribed under Clause 5A of Part A of Schedule III of the SEBI (LODR) Regulations, 2015.

7. Code of Conduct:

The Board has adopted the code of conduct for all its Directors and Senior Management which has been displayed on the Company’s website. All Board members and senior management personnel have affirmed compliance with the code on annual basis. A declaration to this effect by CEO of the Company forms part of this Annual Report.

8. Means of Communication:

The company regularly intimates it’s Un-Audited as well as Audited Financial Results to the Stock Exchange immediately after these are taken on record / approved by the Board. These financial results are published in the Free Press Journal (English) and in Nav Shakti (Marathi), the vernacular newspaper. The results of the company are also available on the website of the company, at www.dnhindia.com

9. MD/CFO Certification:

The MD and the CFO have issued certificates pursuant to the provisions of Regulation 17(8) of SEBI (LODR) Regulations, 2015. The said certificate is annexed and forms part of the Annual Report.

10. Compliance under non-mandatory/discretionary requirements under the listing regulations :

The Company complied with all mandatory requirements and has voluntarily adopted some of the nonmandatory requirements. The details of mandatory compliances requirement is as per details given below:

A. The Board:

The Company does have Non-Executive Independent Chairman.

B. Shareholder’s Rights:

The quarterly and half yearly results are published in the newspapers, displayed on the website of the Company and are sent to the BSE Ltd. where the shares of the Company are listed. The quarterly and half-yearly results are not separately circulated to the shareholders.

C. Audit Qualification:

The auditors have not qualified the financial statements of the Company. The Company continues to adopt best practices in order to ensure unqualified financial statements.

D. Reporting of Internal Auditor:

The Internal Auditors of the Company report to the Audit Committee.

11. Declaration Affirming Compliance of Code of Conduct

As provided under Regulation 26(3) of SEBI (LODR) Regulations, 2015, the Board Members and senior management personnel have confirmed compliance with the code of conduct for the year ended 31[st ] March, 2023.

12. General Information to Shareholders

2. General Information to Shareholders
Date, Time and Venue of AGM	30th day of September, 2023 at 1:00 P.M. through Video Conferencing or Other Audio Visual Means (OAVM) for which purpose the Registered Office situated at A – 204, Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg,Ghatkopar(West),Mumbai – 400086
E-voting period	From 27.09.2023 on 9:00 A.M.[IST]To 29.09.2023 on 5:00 P. M[IST]
Financial Calendar Results for the quarter ending 30thJune, 2023 for the quarter ending 30thSept, 2023 for the quarter ending 31stDec., 2023 for thequarter ending31stMarch,2024	On 12thAugust, 2023 On or Before 14thNovember, 2023 On or Before 14thFebruary, 2024 On or Before 30thMay,2024
Board Meeting for consideration of Annual Accounts for the financialyear 2022-23	23/05/2023
Book Closure	24thSept.,2023 to 30thSept.,2023(both days inclusive)
Cutoff date for E-voting	23rd September,2023
Posting/mailingof Annual Report	Before 5th September,2023
Last date for receipt of Proxy	N.A.
Dividend	N.A.
Listing on Stock Exchange	The equity shares of the company are listed at BSE Ltd. and the listing fees has beenpaid for 2023-2024
Registered Office	A-204, Kailash Esplanade, Opposite Shreyas Cinema, L.B.S. Marg, Ghatkopar(West),Mumbai – 400086
Compliance Officer and CompanySecretary	CS Rajesh Sen
Registrars and Share Transfer Agents	Ankit Consultancy Pvt. Ltd., Plot No.60, Electronic Complex, Pardeshipura, Indore (M.P.) 452010 Tel: 0731- 2551745/46 Email:[email protected]
Scrutinizer for E-voting	CS D.	K. Jain,PracticingCompanySecretary (FCS 3565 CP 2382)
ScripCode	517514
ISIN NO	INE589DO1018
The financial year covered by this Annual Report	April 1, 2022 to March 31, 2023
Share Transfer System	Due to amendment in SEBI (LODR) Regulation, 2015 from 1stApril, 2019 nophysical transfer of shares allowed except some cases.
Plant Location	1. Sanwer Road Plant: Plot ‘A’, Sector ‘A’, Industrial Area, Sanwer Road, Indore – 452015 (M.P.) Phone: 0731-6633501 Email:[email protected] Websitewww.dnhindia.com 2.Ghatabillod Plant:Village Sejvaya, Dhar Road, Ghatabillod, District Dhar, (M.P.) 3. Durg Plant:Plot no. 115-116, Zone B Industrial Growth Center, Village Borai,Post Rasmada,District Durg,Chhattisgarh

13. Equity Share Price on BSE April, 2022 – March, 2023

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Month BSE Sensex Equity Share Price No of Shares Turnover In
Closed High Low Close Traded during Rs.
the month
April-2022 57060.87 31.80 27.30 29.60 51364 1523573
May-2022 55566.41 31.00 22.15 27.60 78447 2252324
June-2022 53018.94 31.50 21.75 24.25 54025 1457255
July-2022 57570.25 32.00 23.50 31.20 73225 2131867
August-2022 59537.07 51.90 29.15 49.40 848377 33949196
September 2022 57426.92 59.80 43.60 46.35 619566 32186706
October-2022 60746.59 70.15 45.55 60.30 767938 48785228
November-2022 63099.65 62.90 48.90 52.80 222948 12815115
December-2022 60840.74 72.45 51.00 59.05 436962 27970025
January-2023 59549.90 74.45 58.30 67.60 432270 29582882
February-2023 58962.12 74.45 57.05 62.05 282129 19868800
March-2023 58991.52 67.00 52.60 53.65 152270 8705584
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15. Distribution of Shareholding as on March 31, 2023

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Nos. of shares No. of Owners % of Share Share Amount % to Total
Holders (Rs)
Upto 1000 2002 50.28 13,69,050 1.76
1001 -2000 615 15.44 11,44,420 1.47
2001 -3000 257 6.45 7,23,050 0.93
3001 -4000 105 2.64 4,01,340 0.52
4001 -5000 249 6.25 12,31,820 1.58
5001 -10000 322 8.09 26,93,030 3.46
10001-20000 191 4.80 29,88,800 3.84
20001-30000 62 1.56 16,23,280 2.08
30001-40000 39 0.98 13,95,220 1.79
40001-50000 35 0.88 16,56,180 2.13
50001-100000 56 1.41 43,31,480 5.56
100001- Above 49 1.23 5,83,22,330 74.89
TOTAL 3982 100.00 7,78,80,000 100.00
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The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby Members have an option to dematerialize their shares with either of the depositories.

16. Shareholding Pattern as on 31[st ] March 2023

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No. of Shares held %
Promoters & directors 38,79,408 49.81
Banks, Financial Institutions, Insurance Companies & Mutual Funds
i. Banks 2,415 0.03
ii. Financial Institutions 0 0
iii. Insurance Companies 0 0
iv. Mutual Funds/UTI 0 0
Central & State Governments 0 0
Foreign Institutional Investors 0 0
NRIs / Foreign Nationals 52156 0.67
Public and Others 38,54,021 49.49
TOTAL 77,88,000 100.00
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17. Dematerialization of Shares as at 31/03/2023:

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CATEGORY NO. OF SHARES %
Total number of De-mat shares with NSDL 55,29,105 71.00
Total number of De-mat shares with CDSL 20,95,880 26.91
Total number of Physical shares 1,63,015 2.09
TOTAL 77,88,000 100.00
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18. Share Transfer system/ Dividend and other related matters

i. Nomination facility for shareholding

As per the provisions of the Companies Act, 2013, facility for making nomination is available for Members in respect of shares held by them.

Members holding shares in physical form may obtain nomination form, from the Share Department of the Company or download the same from the MCA’s website. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.

ii. Permanent Account Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferee/s, members, surviving joint holders/legal heirs be furnished to the Company while obtaining the services of transfer, transposition, transmission and issue of duplicate share certificates.

iii. Unclaimed Dividends & Transfer of Shares to IEPF Authority

An amount of Rs.2,14,284/- in respect of unpaid/unclaimed dividend declared for the FY 2014-2015 as well as 43,997 equity shares of face value of Rs.10/- each, in respect of unpaid/unclaimed dividend declared in FY 2014-2015, was transferred, and credited to the IEPF during the year. The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

iv. Pending Investors’ Grievances

Any Member/Investor, whose grievance has not been resolved satisfactorily, may kindly write to the Company Secretary and Head Compliance at the Registered Office with a copy of the earlier correspondence.

v. Dematerialization of shares & liquidity

The shares of the Company are under compulsory demat segment and are listed on BSE Limited, Mumbai. The Company's shares are available for trading in the depository of both NSDL & CDSL.

vi. Reconciliation of Share Capital Audit :

As stipulated by Securities and Exchange Board of India (SEBI), a qualified practicing Company Secretary carries out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to stock exchanges, NSDL and CDSL and is also placed before the Board of Directors. No discrepancies were noticed during these audits. Notes:

I. Annual Custody Fee for the Year 2023-24 has been paid to NSDL and CDSL.

II. The Company's financial results and official press releases are displayed on the Company's website www.dnhindia.com

III. The financial statements, shareholding pattern, quarterly compliances and other relevant corporate communication are filed with BSE Limited electronically through BSE Listing Centre. IV. We solicit suggestion for improving our investor services.

CERTIFICATE ON COMPLIANCE WITH CORPORATE GOVERNANCE

To, The Members D & H INDIA LIMITED

We have examined the relevant records of D & H India Limited, for the purpose of certifying compliance with the conditions of Corporate Governance for the year ended 31 March, 2023, as stipulated in the SEBI (LODR) Regulation, 2015.We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of certification.

The compliance of conditions of Corporate Governance is the responsibility of the Company's Management. Our examination has been limited to the procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance as stipulated in the said Listing Regulations. It is neither an audit nor an expression of opinion on the financial statement of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on the representations made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We further state that such compliance is neither an assurance to the further viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For, Devpura Navlakha & Co Chartered Accountants FRN – 121975WC

Place: Indore Date: 15[th] July, 2023 UDIN: 23033342BGVLYQ8759S

Pramodkumar Devpura Partner M. No. 033342

Declaration by the Managing Director under SEBI (LODR) Regulation, 2015 Regarding Compliance with Code of Conduct

In accordance with Schedule V, Para D of the SEBI (LODR) Regulation, 2015 as amended from time to time, I the Managing Director of the Company hereby confirm that, all the Directors and the Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended March 31, 2023.

Place: Indore Date: 12[th] August, 2023

Harsh Vora Managing Director DIN 00149287

MANAGING DIRECTOR AND CFO CERTIFICATION AS PER SEBI (LODR) REGULATIONS, 2015

To The Board of Directors, D & H India Limited

(a) We have reviewed the balance sheet, profit and loss account and all its schedules and notes on accounts, as well as the cash flow statement as at 31[st ] March, 2023 and that to the best of our knowledge and belief:

These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) We further certify that, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company's code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware. We have taken necessary steps or propose to take necessary actions to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that there is:

No significant change in internal control over financial reporting during the year.
No significant change in accounting policies during the year under review and
No instance of any fraud in the Company in which the management has any role.

Place: Indore Date: 23[rd] May, 2023

Harsh Vora Managing Director DIN 00149287

Rajesh Songirkar CFO

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of D & H India Limited A-204, Kailash Esplanade, Opp. Shreyas Cinema, L.B.S. Marg, Ghatkopar (West), Mumbai-400086,

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of D & H India Limited having CIN L28900MH1985PLC035822 and having registered office at A-204, Kailash Esplanade, Opp. Shreyas Cinema, L.B.S. Marg, Ghatkopar ( West), Mumbai-400086, (Hereinafter referred to as “the Company”), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31 March, 2023 have been disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India and Ministry of Corporate Affairs and any such other Statutory Authority.

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Sr. Name of Director DIN Date of Appointment at
No. current Designation
1 Harsh Vora 00149287 01/10/2020
2 Saurabh Vora 02750484 01/10/2020
3 Atithi Vora 06899964 29/09/2017
4 Suhani Vora 09237526 06/08/2021
5 Sushil Rawka 00156990 01/04/2005
6 Eshanya B Guppta 01727743 15/05/2020
7 Sunil Kathariya 07155856 15/05/2020
8 Balraj Kishore Namdeo 06620620 01/04/2019
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Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Date: 12[th] August, 2023 Place: Indore UDIN: F00500E000796650

For Ritesh Gupta & Co. Company Secretaries Ritesh Gupta FCS: 5200 CP No: 3764 Peer Review No.750/2020

INDEPENDENT AUDITOR’S REPORT

To the Members of M/S D & H INDIA LIMITED Report on the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of D & H INDIA LIMITED (“the Company”), which comprise the balance sheet as at 31[st] March 2023, and the statement of Profit and Loss (including Other Comprehensive Income), the statement of changes in equity and the statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate Governance Report, and Shareholder Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SA, we exercise professional judgment and maintain professional skepticism throughout the audit.

A further description of the auditor’s responsibilities for the audit of the standalone financial statements is included in “ Annexure A” . This description forms part of our auditor’s report.

Other Matters – We have nothing to report in this regard

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books
c) The standalone Balance Sheet, the standalone Statement of Profit and Loss including other comprehensive income , the standalone statement of changes in equity and the standalone statement of Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31[st ] March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31[st ] March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C” .
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. The company has transferred Rs.2,14,284/- to the Investor Education and Protection Fund in respect of unpaid dividend.

iv. a) The management has represented that, to the best of it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material mis-statement.

v. No dividend have been declared or paid during the year by the company.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(Ca Pramodkumar Devpura) Partner M.No. 033342 Date 23.05.2023 Place: Mumbai UDIN: 23033342BGVLVH9782

Annexure A to Independent Auditor's Report on Standalone Financial Statements

Responsibilities for Audit of Standalone Financial Statement

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has internal financial controls with reference to Financial Statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(CA Pramodkumar Devpura) Partner M.No. 033342 Date 23.05.2023 Place Mumbai

Annexure-B To The Independent Auditors' Report

(Referred to in paragraph 1 under the heading of “report on other legal and regulatory requirements” of our report of even date)

(i) a. (A) The proper records showing full particulars including quantitative details and situation of the Property, Plant & Equipment are being maintained by the company;
- (B) The Company is maintaining proper records showing full particulars of Intangible assets;
- b. All the Property, Plant & Equipment have been physically verified by the management during, the year, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. As per information and explanation given to us, no material discrepancies were noticed.
- c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
- d. The Company has not revalued its Property, Plant and Equipment (Including Right of use of assets) or intangible assets or both during the year.
- e. As explained to us no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) The inventory of the company has been physically verified by the management during the year at reasonable intervals. In our opinion, the frequency of verification is reasonable. No discrepancies of 10% or more in the aggregate for each class of inventory were noticed on physical verification of stocks by management as compared to book records.

(b) The company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets during any point of time of the year. The quarterly return or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company.

(iii) (a) During the year the Company has not made investments in, nor provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties. Sub clause (b) to (f) is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.
(v) In our opinion and according to the information & explanations given to us, the company has not accepted deposits as per directives issued by Reserve Bank of India and provisions of section 73 to 76 or any other relevant provisions of Companies Act and Rules framed there under.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) a. According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31[st] March, 2023.

b. According to the information and explanations given to us, there are no material dues of duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. Except following:

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Nature of Nature of the dues Period to which the Amount in Forum where the
Statute amount relates Rs. dispute is pending
CST Regular assessment 2006-07 8,15,554 Additional
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Statute	Statute			amount relates	amount relates	Rs.	Rs.	dispute ispending	dispute ispending
CST		Regular assessment		2006-07		8,15,554		Additional
					2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2016-17 2017-18		1,85,077 6,24,322 8,79,994 12,28,390 9,41,050 7,99,868 9,46,041 3,88,152		Commissioner, Indore

Entry Tax	Regular assessment	2005-06 2016-17 2017-18	1,66,968 32,444 51,090	Additional Commissioner, Indore
VAT	Regular assessment	2016-17 2017-18	2,32,217 3,00,382	Additional Commissioner, Indore
Income Tax	Regular assessment	2011-12	7,00,426	Assessing Officer AssessingOfficer

(viii) According to the information and explanations given by the management, no transactions not recorded in the books of account have been surrendered or disclosed as income during the year the tax assessments under the Income Tax Act, 1961.
(ix) (a)According to the records of the company, examined by us and the information & explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders during the year.
(b) According to the information and explanations given by the management, the company is not declared willful defaulter by any bank or financial institution or other lender;
(c) In our opinion and according to the information and explanations given by the management, the company has utilized the money obtained by way of term loans during the year for the purposes for which they were obtained.
(d) In our opinion and according to the information and explanations given by the management, the company given by the management, funds raised on short term basis have not been utilized for long term purposes.
(e) In our opinion and according to the information and explanations given by the management, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint venture,

(f) In our opinion and according to the information and explanations given by the management, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint venture or associates companies,

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.
(b) The company has issued 788000 convertible share warrants out of which 388000 share warrants have been converted into equity shares during the year.
(xi) (a) According to the records of the Company, examined by us and the Information & explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the course of our audit.
(b) No report under sub-.section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;
(c) According to the information and explanations given by the management, the company given to us no whistle-blower complaints had been received by the Company.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable Indian accounting standards.
(xiv) The company is having an internal audit system according to its size and nature of business activities, the reports of the internal auditors has been considered by us.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) (a) According to the explanation and information given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
(b) In our Opinion and based on our examination; the Company has not conducted any NonBanking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India as per the Reserve Bank of India Act, 1934,
(c) In our Opinion and based on our examination; the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) According to the information and explanations given by the Management the Group does not have any CIC as part of the Group.
(xvii) Based on our examination; the company has not incurred cash losses in the financial year and in the immediately preceding financial year.
(xviii) There has no resignation of the statutory auditors during the year, hence this clause is not applicable.
(xix) On the information obtained from the management and audit procedures performed and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Director and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date;
(xx) Based on our examination, the provision of section 135 are not applicable on the company. Hence this clause is not applicable on the Company.
(xxi) There have no any qualifications or adverse remarks in the audit reports of companies included in the consolidated financial statements.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(CA Pramodkumar Devpura) Partner M.No. 033342 Date 23.05.2023 Place Mumbai

Annexure ‘C’ To The Independent Auditor’s Report Of Even Date On The Standalone Financial Statements Of D & H India Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of D & H INDIA LIMITED (“the Company”) as of 31 March 2023 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
2.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31[st] March, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(CA Pramodkumar Devpura) Partner M.No. 033342 Date: 23.05.2023 Place: Mumbai

D & H INDIA LIMITED

Standalone Balance Sheet as at 31 March 2023

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AS AT AS AT
Particulars Note No.
31.03.2023 31.03.2022
Rs. in Lacs Rs. in Lacs
ASSETS
Non-current assets
(a) Property, Plant and Equipment 1.1 1,998.07 1,574.37
(b) Right-of-Use Assets 1.2 40.25 40.69
(c) Capital Work In Progress 1.3 11.71 20.16
(d) Intangible Assets under Progress 1.4 15.47 15.47
(e) Financial Assets
(i) Investments 2 172.38 172.38
(ii) Other Financial Assets 3 57.55 56.87
Total Non-Current Assets 2,295.42 1,879.94
Current assets
(a) Inventories 4 2,732.91 2,566.30
(b) Financial Assets
(i) Trade receivables 5 2,753.64 1,766.79
(ii) Cash and cash equivalents 6 17.29 20.64
(iii) Loans 7 537.24 198.86
(iv) Investments 2 13.61 15.06
(c) Other current assets 8 80.12 103.76
Total Current Assets 6,134.80 4,671.40
Total Assets 8,430.22 6,551.35
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share capital 9 778.80 740.00
(b) Other Equity 10 2,945.37 2,363.05
Total Equity 3,724.17 3,103.05
LIABILITIES
Non-current liabilities
(a) Financial Liabilities
(i) Borrowing 11 778.53 482.81
(ii) Lease Liability 12 40.67 40.68
(b) Deferred tax liabilities (Net) 13 168.73 121.58
(c) Other non current liabilities 14 31.12 35.25
Total Non-current liabilities 1,019.05 680.32
Current liabilities
(a) Financial Liabilities
(i) Borrowings 15 1,347.83 1,291.13
(ii) Other financial liabilities 16 5.50 3.39
(iIi) Trade payables 17
Total Outstanding dues of creditors
micro & small enterprises
Total Outstanding dues of creditors
other than micro & small enterprises 2,065.10 1,202.81
(b) Other current liabilities 18 136.03 203.76
(c) Provisions 19 132.55 66.90
Total Current liabilities 3,687.00 2,767.98
Total Liabilities 4,706.05 3,448.30
Total Equity and Liabilities 8,430.22 6,551.35
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See Significant Accounting Policies & Notes 1-40 are an integral part of these financial statements.

As per our report of even date attached For and on behalf of the Board for and on behalf of M/s Devpura Navlakha & Co. Chartered Accountants FRN-121975W

( Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

( CA Pramodkumar Devpura) Partner M.No. 033342

(Rajesh Songirkar) Chief Financial Officer

( Rajesh Sen) Company Secretary FCS: 7689

Place: Indore Date: 23.05.2023

D & H INDIA LIMITED

Standalone Statement of Profit and Loss for the year ended 31st March, 2023

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AS AT AS AT
S.
Particulars Note No 31.03.2023 31.03.2022
No
Rs.in Lacs Rs.in Lacs
I. Revenue from operations(Gross) 20 16,320.80 10,691.06
Less : GST Recovered 2,461.06 1,617.68
Revenue from operations(Net) 13,859.74 9,073.38
II. [Other Income] 21 11.71 49.34
III. [Total Income (I +II)] 13,871.45 9,122.72
IV. [Expenses:]
Cost of material consumed 22 10,869.98 6,778.03
Purchase of Stock-in-Trade 33.40 72.32
Changes in inventories of finished goods, Work in
progress and stock- in trade 23 -296.79 75.66
Employee benefit expense 24 1,038.96 783.16
Financial costs 25 207.30 141.47
Depreciation and amortization expense 1.1 & 1.2 174.40 159.91
Other expenses 26 1,277.18 884.84
Total Expenses (IV) 13,304.43 8,895.39
V. Profit before exceptional item and tax (III - IV) 567.02 227.33
VI. Exceptiional Items : Income /(Expenses) - -0.58
VII. Profit before tax (V - IV) 567.02 226.75
VIII. [Tax expenses:]
(1) Current tax 99.60 -
(2) Earlier Yr. tax 2.66 -
(3) Deferred tax 13 47.15 (14.83)
IX. [Profit/(Loss) for the period of continuing operations (VII-]
VIII) 417.61 241.58
X. Profit/(Loss) for the period of discontinued operations - -
XI. [Tax Expenses for discountinued operations] - -
XII. [Profit/(Loss) for the period of discontinued operations ]
- -
after tax (IX-X-XI)
XIII. [Profit/(Loss) for the period] 417.61 241.58
XIV. [Other Comprehensive Income]
A (i) Items that will not be reclassified to profit or loss -1.45 0.62
(ii) Income tax relating to items that will not be
- -
reclassified to profit or loss
B (i) Items that will be reclassified to profit or loss - -19.41
(ii) Income tax relating to items that will be
- -
reclassified to profit or loss
XV 222.79
Total Comprehensive Income for the Year (XIII-XIV) 416.16
XVI [Earning per equity share of face value of Rs. 10 each] 27
(1) Basic 5.50 3.01
(2) Diluted 5.37 3.01
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See Significant Accounting Policies & Notes 1-40 are an integral part of these financial statements. As per our report of even date attached for and on behalf of M/s Devpura Navlakha & Co. For and on behalf of the Board Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura)

Partner M.No. 033342

( Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

( Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

Place: Indore Date: 23.05.2023

D & H INDIA LIMITED

STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31st March 2023

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AS AT AS AT
S.
Particulars 31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
A. Cash flow from Operating Activities
Net profit before tax & Extraordinary items 567.02 227.33
Adjustment for : Depreciation 174.40 159.91
Loss/(Profit) on sale of fixed assets (4.27) 1.87
Other Income (7.44) (49.34)
Interest Paid / Bank Charges 207.30 141.47
Operating Profit before working Capital 937.02 481.24
Changes Adjustment for:
Trade & other receivable (986.85) (209.41)
Inventories (166.62) (381.31)
Trade Payables & Other Provisions 860.21 220.92
Cash generated from Operations 643.77 111.44
Direct Tax paid (102.26) -
Cash flow before extraordinary items 541.51 111.44
Extraordinary items - (0.58)
Net Cash from Operating Activities 541.51 110.86
B. Cash Flow from Investing Activities
Purchase of fixed assets (Net) (597.65) (426.99)
Capital WIP 8.45 15.35
Intengible Assets WIP - -
Loans & Advances (315.41) (174.05)
Interest received / Misc Receipts 2.76 3.02
Other Income 4.32 41.18
Dividend Income 0.50 1.01
Net cash used in Investing Activities (897.04) (540.47)
C. Cash Flow from Financing Activities
Proceeds from subsidy - -
Proceeds from Share Warrants 204.96
Proceeds from long term & Short term borrowings 354.52 558.31
Investments - 8.82
Interest Paid (207.30) (141.47)
Reduction in Lease Liability (0.00) (0.00)
Dividend Paid (Including Dividend Distribution Tax) - -
Net cash used in Financing Activities 352.18 425.66
Net increase in Cash and Cash equivalent (A+B+C) (3.35) (3.95)
Cash & Cash Equivalents As at Begining 20.64 24.59
Cash & Cash Equivalents As at End 17.29 20.64
----- End of picture text -----

for and on behalf of M/s Devpura Navlakha & Co. For and on behalf of the Board Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura)

Partner M.No. 033342

(Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

Place: Indore Date: 23.05.2023

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

D & H INDIA LIMITED

Standalone Statement of Changes in Equity For The Year Ended 31st March 23

(Rs. in Lacs)

							(Rs. in Lacs)
A. Equity Share Capital	Balance at the beginning of the reporting period i.e 1st April 2022	Changes in Equity Share Capital due to prior period errors	Restated balance at the beginning of the previous reporting period	Changes in equity share capital during the year 2022-2023			Balance at the end of the reporting period i.e 31st March 2023
Total	740.00		740.00	38.80			778.80
Total Pre. Year	740.00		740.00				740.00

B. Other Equity	Balance at the 1st of April 2022	Changes in accounting policy or perior period errors	Restated balance at the beginning of the current reporting period	Equity Instrument s through Comprehen sive Income	Convertib le Share Warrants App. Money	Transfer to Retained Earnings	Balance at the 31st March 2023
Share application money pending allotment					-
Equity Component of Compound Financial Instruments					-
Reserve & Surplus					-
Capital Reserve	158.00		158.00	-	-	-	158.00
Securities Premium	214.85		214.85	124.16	-	-	339.01
Convertible Share Warrants App. Money General Reserve	- 680.00		- 680.00	- -	42.00 -	- -	42.00 680.00
Retained Earnings Other items of Other Comprehensive Income	1,306.50 3.70	-	1,306.50 3.70	- (1.45)	- -	417.61 -	1,724.12 2.24
Total	2,363.05	-	2,363.05	122.71	42.00	417.61	2,945.37
	-		-	-		-	-
Total Pre. Year	2,178.39	5.24	2,140.26	0.62	-	222.16	2,363.05
As per our report of even date attached
for and on behalf of M/s Devpura Navlakha & Co.				For and on behalf of the Board
Chartered Accountants
FRN-121975W

(CA Pramodkumar Devpura)

Partner M.No. 033342 Place: Indore Partner Date: 23.05.2023

(Harsh Vora) (Sushil Rawka)

Managing Director Director DIN: 00149287 DIN: 00156990

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

NOTES TO THE STANDALONE FINANCIAL STATEMENTS:-

A. Corporate Information

D & H India Limited is engaged in Manufacturing business primarily dealing in Welding Electrodes & Consumables, CO2 Wire, SAW Wire, M Core Wire, Flux Powder, Flux cored Wire, Stainless Steel Wire & other similar activities. The company has manufacturing plants in India and sales primarily in India.

The company is a public limited company incorporated and domiciled in India and has its registered office at Mumbai, Maharashtra, India. Its shares are listed on the Bombay Stock Exchange Ltd. (BSE).

B. SIGNIFICANT ACCOUNTING POLICIES:-

B.1 Statement of compliance

These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules as amended from time to time.

B.2 Basis of Preparation & Presentation

The financial statements have been prepared on accrual and going concern basis. The accounting policies are applied consistently to all the periods presented in the financial statements. All assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or noncurrent classification of assets and liabilities.

B.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:-

(a) Use of Estimates

The preparation of the Company’s Financial Statements requires management to make judgment, estimates and assumptions that affect the reported amount of revenue, expenses, assets and liabilities and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in next financial years.

(b) Property, Plant & Equipment

Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discount and rebates less accumulated depreciation and impairment losses, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bringing the assets to its working condition for its intended use, net charges on foreign exchange contracts and adjustments arising from exchange rate variations attributable to the assets.

Depreciation is provided based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

Gains or losses arising from recognition of a Property, Plant and Equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognised.

Upon first-time adoption of Ind AS, the Company has elected to measure all its property, plant and equipment at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1[st] April,2016.

During the year the management has reviewed the useful lives and usedness of assets and accordingly some assets are found Impaired therefore the same has been written off. The management has also found the vehicle gross is block undervalued due to excess deduction at the time of sale of assets in earlier years, therefore same is also enhanced the net result of Rs 5.24 Lacs has increase gross bock and increased amount transferred to reserve account. During the year the company has reported inter-head adjustment of depreciation on various assets to report the same on actual WDV of specific assets. There is no impact on the current year profit of the company.

(C) Intangible Assets under Development

Intangible Assets under Development comprises of the cost of fixed assets that are not yet ready for their intended use at the reporting date.

Upon first-time adoption of Ind AS, the Company has elected to measure its intangible assets at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e., 1st April,2016.

(D) Inventories

Items of inventories are measured at lower of cost and net realisable value after providing for obsolescence, if any, except in case of by-products which are valued at net realisable value. Cost of inventories comprises of cost of purchase, cost of conversion and other costs including manufacturing overheads net of recoverable taxes incurred in bringing them to their respective present location and condition. Cost of raw materials, chemicals, stores and spares, packing materials, trading and other products are determined on weighted average basis.

(E) Revenue Recognition

Revenue from sale of goods is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated cost can be estimated reliably, there is no continuing effective control or managerial involvement with the goods, and the amount of revenue can be measured reliably. Revenue from operations is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

(F) Other Income

Interest : Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

Dividend : Dividend from Investment are recognized when the right to receive payment is established.

(G) Provisions, Contingent Liabilities And Contingent Assets

Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent Liabilities are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognized nor disclosed in the financial statement.

(H) Cash Flow Statement

Cash flow are reported using indirect method. The cash flow from operating, financing and investing activities of the company are segregated.

(I) Employees Benefits

Short Term Employee Benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services.

Post-Employment Benefits

Defined Contribution Plans

The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid.

Post employment benefits such as Gratuity liability is funded as per group gratuity scheme of Life Insurance of Corporation of India.

(J) Finance Cost

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use.

All other borrowing costs are charged to the Statement of Profit and Loss for the period for which they are incurred.

(K) Research and Development Expenditure

Revenue expenditure pertaining to research is charged to the Statement of Profit and Loss. Development costs of products are charged to the Statement of Profit and Loss.

(L) Taxation

The tax expense for the period comprises of current tax and deferred income tax. Tax is recognised in Statement of Profit and Loss, except to the extent that it relates to items recognised in the Other Comprehensive Income or in equity. In which case, the tax is also recognised in Other Comprehensive Income or Equity.

i) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income Tax authorities, based on tax rates and laws that are enacted at the Balance sheet date.
ii) Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax liabilities and assets are reviewed at the end of each reporting period.

(M) Foreign Currency Transactions

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction.
(ii) Monetary items denominated in foreign currencies, if any, at the end of the year are restated at year end rates. Non monetary foreign currency items are carried at cost.
(iii) Any income or expense on account of exchange difference either on settlement or on translation is recognized in the Profit and Loss Account, except in cases where they relate to acquisition of fixed assets, in which case, they are adjusted to the carrying cost of such assets.

(N) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

(O) Government Grants and subsidies

Grants & Subsidies from the government are recognized when there is reasonable assurance that the company will comply with the conditions attached to them, and the grant/subsidy will be received. When the grant or subsidy relates to revenue, it is recognized as income on a systematic basis in the statement of profit and loss over the periods necessary to match them with the related cost. When the grant or subsidy relates to capital assets, it is recognized as deferred income and released to profit & loss a/c on a systematic basis over the periods necessary to match them with the related cost.

(P) Financial Instruments

Recognition & Measurement

a) Financial Assets

Financial Assets are recognized when, and only when, the company becomes a party to the contractual provisions of the+B11 financial instrument. The company determines the classification of its financial assets at initial recognition

When financial assets are recognized initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss directly attributable transaction cost. Transactions cost of financial assets carried at fair value through profit or loss are expensed in the statement of profit and loss.

b) Financial Liabilities

Financial Liabilities are recognized when, and only when, the company becomes a party to the contractual provisions of the financial instrument. The company determines the classification of its financial liabilities at initial recognition.

When financial liabilities are recognized initially, they are measured at fair value, plus, in the case of financial liabilities not at fair value through profit or loss directly attributable transaction cost Equity Instruments: The Company subsequently measures all equity investments (other than the investment in subsidiaries, joint ventures and associates which are measured at cost) at fair value. Where the Company has elected to present fair value gains and

losses on equity investments in other comprehensive income ("FVTOCI"), there is no subsequent reclassification of fair value gains and losses to profit or loss. Dividends from such investments are recognized in Statement of Profit and Loss as other income when the company's right to receive payment is Established. At the date of transition to Ind AS, the company has made an irrevocable election to present in Other Comprehensive Income subsequent changes in the fair value of equity investments that are not held for trading.

When the equity investment is derecognized, the cumulative gain or loss recognized in other comprehensive income is reclassified from Other Comprehensive Income to Retained Earnings directly.

Determination of Fair Value: The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the consideration given or received). Subsequent to initial Recognition, the company determines the fair value of financial instruments that are quoted in the active markets using the quoted bid prices(financial assets held) or quoted ask price(financial liabilities held). Costs of certain unquoted equity instruments has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range. These investments in equity instruments are not held for trading. Instead, they are held for medium or long term strategic purpose. Upon the application of Ind AS 109, the group has chosen to designate these investments in equity instruments as at FVTOCI as the directors believes this provides a more meaningful presentation for medium or long term strategic investments, than reflecting changes in fair value immediately in profit or loss.

(Q) Leases:

The Company’s lease asset classes primarily consist of leases for Land. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or

contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and leases of low value assets. For these short-term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight-line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability and reducing the carrying amount to reflect the lease payments made. A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The re -measurement normally also adjusts the leased assets. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

(R) Cash and cash equivalents

The Company considers all highly liquid investments, which are readily convertible into known amounts of cash that are subject to an in significant risk of change in value, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

(S) Investment

Non Current Investment in subsidiaries are measured at cost less impairment loss, if any. Current Investment is subsequently measured at fair value through other comprehensive income

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As On 31.03.22 Rupees 48.53 145.76 589.08 590.92 50.23 2.40 103.10 10.00 4.52 3.83 4.66 21.33 1,574.37 1,318.73 As On 31.03.22 0.90 39.79 40.69 41.13 1,615.06 1,359.86 As On 31.03.22 20.16 15.47 35.63 50.98
(Rs. in Lacs ) (Rs. in Lacs )
48.53 140.58 568.61 823.25 41.43 3.52 200.26 7.31 5.96 6.70 5.60 146.31 1,998.07 1,574.37 0.90 39.35 40.25 40.69 2,038.32 1,615.06 11.71 15.47 27.18 35.63
Net Block As On 31.03.23 Rupees As On 31.03.23 As On 31.03.23
- 6.24 2.98 7.00 1,777 - 0.88 - - - -
18.23 448.45 997.54 132.77 57.08 47.88 31.69 27.57 1,687.18 1.33 1.33 1,778.76 1,688.06
As On 31.03.23 Rupees upto upto
Amortization Balance as 31.03.2023 Amortization Balance as 31.03.2023
- - - - - - - - - - - - - - - -
-60.42 -23.15 -0.13 -83.70 -22.81 -83.70 -22.81
Rupees Written Back
Written Back Written Back
- - - 0.44 - - - -
Depreciation 5.18 34.68 85.63 10.51 0.45 27.67 3.34 1.29 1.51 2.16 1.54 173.96 159.47 0.44 0.44 174.40 159.91
As On 31.03.23 Rupees
Amortization for the year Amortization for the year
- 13.04 413.78 972.34 122.27 5.79 52.55 44.54 30.53 26.06 0.82 5.47 1,687 1,550.52 - 0.88 0.88 0.44 1,688.06 1,550.96 - - - -
As On 31.03.22 Rupees upto upto
Amortization Balance as 31.03.2022 Amortization Balance as 31.03.2022
48.53 158.81 1,017.06 1,820.80 174.21 9.76 257.34 55.19 37.64 34.27 8.58 153.31 3,775.50 3,261.55 0.90 40.68 41.58 41.58 3,817.08 3,303.13 11.71 15.47 27.18 35.63
As On 31.03.23 Rupees As On 31.03.23 As On
31.03.2023
- - - - - - - - - - - - 0.00 5.24 - - - - 0.00 5.24 - - - -
Assets Rupees Transfer Transfer
(Impaired) / Enhance Inter Head Inter Head
- - - 72.87 - - 24.37 - 0.20 - - - 97.44 39.92 - - - - 97.44 39.92 4.82 0.00 4.82 -
Deduction Rupees +/(-) Adjustment to Get Current Deduction
Gross Block - - 11.00 252.82 0.68 1.57 23.49 0.40 0.53 3.66 1.45 51.44 347.05 312.17 - - - - 347.05 312.17 104.11 0.00 104.11 20.17
Days Rupees Assets Assets
Addition After 180
Transfer to Transfer to
- - 3.20 77.59 1.03 - 102.56 0.26 2.27 0.71 1.65 75.07 264 114.82 - - - - 264.35 114.82 100.48 0.00 100.48 4.82
Days WIP
Rupees
Addition before180 Addition for New Leases Addition in
As On 31.03.22 Rupees 48.53 158.81 1,002.86 1,563.26 172.50 8.19 155.66 54.53 35.04 29.89 5.48 26.80 3,261.55 2,869.25 As On 31.03.22 0.90 40.68 41.58 41.58 3,303.13 2,910.83 on 20.16 15.47 35.63 50.98
Balance as 01.04.2022
Particulars Particular Particular
Free Hold Land Office Building Factory Building Plant & Machinery Electric Installation Laboratory Equip. Vehicles Furniture & Fixtures Office Equipment Computers Mobile Instruments R & D Assets Total (A) Previous Year (A) Note -1.2 RIGHT-OF-USE OF ASSETS (ROU Assets) Lease Hold Land Lease Hold Land Durg Total (B) Previous Year (B) Total (A+B) Previous Year (A+B) Note -1.3 & 1.4 Capital Work in Progresss Intangible Assets WIP Total (c) Previous Year (c)
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Ageing Schedule Note : 1.3 Capital Assets Under Development Ageing Schedule FY 2022-23

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FY 2022-23 (Rs. in Lacs)
Amount in CWIP for a period of
Capital Assets Under Development Less Than 1 More than 3
1-2 years 2-3 years Total
year years
- - -
Projects in progress 11.71 11.71
FY 2021-22
Amount in CWIP for a period of
Capital Assets Under Development Less Than 1 More than 3
1-2 years 2-3 years Total
year years
-
Projects in progress 8.45 11.71 20.16
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Note : 1.4

Intangible assets under development FY 2022-23 SAP Software Under Development FY 2021-22 SAP Software Under Development Intangible assets under development Intangible assets under development	Ageing Schedule Less Than 1 year 1-2 years 2-3 years More than 3 years Total - - 15.47 15.47 Less Than 1 year 1-2 years 2-3 years More than 3 years Total - 1.68 13.79 15.47 (Rs. in Lacs) Amount in Intangible assets under development for a period of Amount in Intangible assets under development for a period of

Note No : 2

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(Rs. in Lacs)
AS AT AS AT
S.
Particulars 31.03.2023 31.03.2022
No.
Rs. in Lacs Rs. in Lacs
2 Investments Qty Amount Qty Amount
a Non-current investments :
Investment Measured at cost
In Equity Shares of Subsidiary Company
Unquoted, fully paid up
V&H Fabricators Pvt. Ltd. (wholy Owned Subsidiary)
512500 172.38 512500 172.38
Total of Investment Measured at Cost 172.38 172.38
b Current investments :
Investment Measured at Fair Value through
other Comprehensive Income
In Equity Shares ,Quoted, fully paid up
Bharat Petroleum Corporation (FV Rs 10) 100 0.34 100 0.36
Coal India Ltd. (FV Rs 10) 100 0.21 100 0.18
Hero Motocorp (FV Rs 10) 100 2.35 100 2.29
Hindustan Petroleum Ltd. (FV Rs 10) 100 0.24 100 0.27
Hindustan Zinc Ltd. (FV Rs 02) 100 0.29 100 0.31
Indian Oil Corporation Ltd. (FV Rs. 10) 200 0.16 200 0.24
Indus Tower Ltd. (FV Rs 10) 100 0.14 100 0.22
Power Finance Corporation Ltd. (FV Rs 10) 100 0.15 100 0.11
Power Grid Corporation Ltd. (FV Rs 10) 100 0.23 100 0.22
REC Ltd. (FV Rs 10) 100 0.12 100 0.12
Reliance Industries Ltd. (FV Rs 10) 100 2.33 100 2.63
SJVN Ltd. (FV Rs 10) 100 0.03 100 0.03
State Bank Of India Ltd. (FV Rs 01) 100 0.52 100 0.49
Steel Authority Of India Ltd. (FV Rs 10) 100 0.08 100 0.10
Tata Consultancy Services Ltd. (FV Rs 01) 200 6.41 200 7.48
Total of Investment Measured at Fair Value
through other Comprehensive Income 1700 13.61 1700 15.06
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D & H INDIA LIMITED NOTES TO THE FINANCIAL STATEMENT

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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
3 Other Financial Assets
Security Deposits 57.55 56.87
Total 57.55 56.87
4 Inventories
Raw materials 977.49 1,113.93
Work in progress 269.72 202.41
Finished goods 1,464.14 1,234.66
Stock in trade - -
Stores and spares 21.56 15.30
Total 2,732.91 2,566.30
5 Trade receivables
Unsecured & considered good :
Exceeding Six months 163.13 135.75
Others 2,590.51 1,631.04
Total 2,753.64 1,766.79
5.1 For Ageing Details please see note no 5.1
6 Cash and cash equivalents
B a ances w l ith b an k s n n i i di a - 0 . 17 . 1 91
Cash on hand 0.91 2.83
FDR with Banks 16.55 15.90
Total 17.29 20.64
6.1 Fixed Deposit maintained by the company with bank,which can be withdrawn by the company at any
point of time, except FDR of Rs. One Lacs held with HDFC is lean marked with IRE.
7 Loans
Unsecured Considered good
Loans & Advances to related parties ( Wholly owned
Subsidiary Company & Associates) - -
Advance for Capital Goods 368.58 29.25
Advances to Suppliers 168.65 169.61
Secured Considered good - -
Significant increase in Credit Risk - -
Credit Impaired - -
Total 537.24 198.86
8 Other Current Assets
Balance with Government Authorities 60.51 65.77
Other Receivable
Prepaid Expenses & Other Receivables 19.61 37.99
Total 80.12 103.76
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
9 Share Capital
Equity Share Capital :
Authorised Share capital 1,000.00 1,000.00
1,00,00,000 Equity Shares of Rs.10/- Each
74,00,000 Equity Shares of Rs.10/- each (Fully Paid up) 740.00 740.00
3,88,000 Equity Shares of Rs.10/- each (Fully Paid up) 38.80
Total 778.80 740.00
9.1 Reconciliation of Number of Shares
Equity Shares : Nos. Nos
Balance as at the beginning of the year 74,00,000.00 74,00,000.00
-
Add : Shares Issued During the period 3,88,000.00
Balance As at the end of the year 77,88,000.00 74,00,000.00
9.2 Terms/Rights attached to equity Shares
Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share
holder is eligible for one vote per share held. In the event of uidation, the equity shareholders are eligible to
receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their
shareholding.
The company has issued 788000 convertiable Share Warrants out of which 388000 has been converted in to
equity share of Rs. 10 each with premium Rs. 32 earch during the year.
9.3 Sr. No. Name of Share Holder No. of Shares No. of Shares
01 . aura S bh V ora 1401100 (17 . 99%) 1266600 (17 . 12%)
02. Kiran Vora 941385 (12.09%) 941385 (12.72%)
03. Harsh Kumar Vora (HUF) 673600 (8.65%) 673600 (9.10%)
04. Harsh Kumar Vora 699745 (8.98%) 311745 (4.21%)
9.4 Nil Equity Shares were issued in the last 5 years under the Employee Stock Options Plan as consideration for
services rendered by employees.
9.5 Share held by promoters /promoter group at the end of No. of Shares (% of No. of Shares (% of
the year Holding) Holding)
Sr. No. Name of Share Holder
01. Saurabh Vora 1401100 (17.99%) 1266600 (17.12%)
02. Kiran Vora 941385 (12.09%) 941385 (12.72%)
03. Harsh Kumar Vora (HUF) 673600 (8.65%) 673600 (9.10%)
04. Harsh Kumar Vora 699745 (8.98%) 311745 (4.21%)
-
05. Aishwarya Lunia Kakrecha 128451 (1.74%)
06. Sunil Ratanlal Rawka 63278 (0.81%) 63278 (0.86%)
07. Satish Rawka - 53600 (0.72%)
08. Suhani Vora 50000 (0.64%) 50000 (0.68%)
09. Atithi Vora 50000 (0.64%) 50000 (0.68%)
10. Venus Rawka - 36500 (0.49%)
11. Siddharth Rawka 300 (0.00%) 24400 (0.33%)
-
12. Saroj Rawka 20300 (0.27%)
9.6 Changes in promoter share holding during the year as per above.
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
10 Other Equity
Capital Reserves
Balance As Per last Balance Sheet 158.00 158.00
Total 158.00 158.00
Securities Premium
As Per last Balance Sheet 214.85 214.85
Add : During the Year 124.16
Total 339.01 214.85
Convertible Share Warrants App. Money
As Per last Balance Sheet - -
Add : During the Year 42.00
Total 42.00 -
General Reserve
As Per last Balance Sheet 680.00 680.00
Total 680.00 680.00
Retained Earning
As Per last Balance Sheet 1,306.50 1,059.69
Profit for the Year 417.61 241.58
+/(-) Appropriations/Allocations - 5.24
Total 1,724.12 1,306.50
Other Comprehensive Income(OCI)
As Per last Balance Sheet . 3 70 22 . 48
Less : Amont Trf from Profit & Loss 1.45 -19.41
Balance 2.24 -
Movement in OCI during the period - 0.62
Total 2.24 23.11
Grand Total 2,945.37 2,382.46
11 Borrowings- Non Current
Secured
HDFC BANK WCTL (971) 94.70 147.42
HDFC BANK ECLGS LOAN (189) 132.20 194.89
HDFC BANK ECLGS LOAN (482) 133.66 133.66
AXIS BANK ECLGS (657) 36.20 58.56
HDFC BANK TERM LOAN (927) 56.02 60.40
HDFC TERM LOAN (Rs.500 Lacs) 459.90 -
AXIS BANK CAR LOAN (738) 2.39 7.81
HDFC BANK CAR LOAN (297) 35.89 45.08
DFSIL CAR LOAN (MB-2). 55.82 -
Total 1,007 602.74
Less : Trf to Current maturities of long term debt (Refer
Note 15) 228.24 165.00
Total 778.53 437.74
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
11.1 Nature of Security and terms of repayment for secured borrowings
Nature of Security Terms of Repayment
a) Working Capital Term Loan From HDFC Bank amounting Repayble in 68 Monthly installment of Rs.
Rs. 250 Lakhs is secured by way of Hypothecation by First 528107/-@ MCLR+1% Int. statrting from
and exclusive charges of Stock, Book debts & Plant & 07/04/2019 end on 07/11/2024
Machinery. & Collateral security by way of first
mortgage of industrial property situated at village:
Sejwaya, Gram Ghatabillod, District Dhar & industrial
property situated at village: Borai, District Durg,
chattisgarh,post dated cheques & Personal Guarantee of Mr.
b) GECLGS Term Loan From HDFC Bank amounting Rs. 205 Repayble in 37 Month installment of (37
Lakhs is secured by Guarantee of Mr. Harsh Vora & Mr. Installment starting from 07/02/2022 end on
Saurabh Vora. 07/02/2025 & Interest Charge separately @
EBLR+4.25% Int.
c) GECLGS Term Loan From Axis Bank amounting Rs. 62 Repayble in 36 Month installment of (35
Lakhs is secured by Guarantee of Mr. Harsh Vora & Mr. Installment @ Rs. 172000/-+1 Installment @
Saurabh Vora. 180000) starting from 31/01/2022 & Interest
Charge separately @ RR+ 4% Int.
d) GECLGS Term Loan From HDFC Bank amounting Rs. 133 Repayble in 37 Month installment of (37
Lakhs is secured by Guarantee of Mr. Harsh Vora & Mr. Installment starting from 07/04/2024 end on
Saurabh Vora. 07/04/2027 & Interest Charge separately
@EBLR+4.25% Int.
e) Term Loan From HDFC Bank amounting Rs. 75 Lakhs is Repayble in 61 Monthly installment @
secured by way of Hypothecation by First and exclusive MCLR+1% Int. statrting from 07/05/2021 end
charges of Stock, Book debts & Plant & Machinery. & on 07/05/2026
Collateral security by way of first mortgage of industrial
property situated at village: Sejwaya, Gram Ghatabillod,
District Dhar & industrial property situated at village: Borai,
District Durg, chattisgarh,post dated cheques & Personal
Guarantee of Mr. Harsh Vora & Mr. Saurabh Vora
f) Term Loan From HDFC Bank amounting Rs. 500 Lakhs Repayble in 87 Monthly installment @
is secured by way of Hypothecation by First and exclusive TBill+2.26% Int. statrting from 07/05/2023 end
charges of Stock, Book debts & Plant & Machinery. & on 07/07/2030
Collateral security by way of first mortgage of industrial
property situated at village: Sejwaya, Gram Ghatabillod,
District Dhar & industrial property situated at village: Borai,
District Durg, chattisgarh,post dated cheques & Personal
Guarantee of Mr. Harsh Vora & Mr. Saurabh Vora
12 Lease Liability
As on 01.04.2022 40.68 40.68
Less : Amortization for the year 0.00 0.00
Total 40.67 40.68
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
13 Deferred Tax Liability (Net)
At the start of the year 121.58 136.41
Charge/(credit) to statement of profit & loss 47.15 -14.83
At the end of the year 168.73 121.58
13.1 Deferred Tax Liability/(Assets) in relation to
Property , Plant & Equipment 177.55 129.40
Provision -8.82 -7.82
Total 168.73 121.58
14 Other Non current liabilities
Deffered Government grant 35.25 39.37
Less: Shown Under other current liabilities 4.13 4.13
Total 31.12 35.25
15 Borrowing-Current
Secured
From Bank
Loan repayable on demand from HDFC (CC A/C) 1,119.59 1,126.13
LC & Bill Discounting Facility From HDFC Bank - -
Channel Finance Facility From Axis Bank - -
Current maturities of long term debt (Ref Note 11) 228.24 165.00
Total 1,347.83 1,291.13
15.1 Working capital limit and LC & Bill Discounting limit are secured by way of Hypothecation by First
and exclusive charges of Stock, Book debts & Plant & Machinery. & Collateral security by way
of first mortgage of industrial property situated at village: Sejwaya , Gram Ghatabillod , District
Dhar & industrial property situated at village: Borai, District Durg, chattisgarh, Personal Guarantee of
Mr. Harsh Vora & Mr. Saurabh Vora
15.2 Channel Finance facility From Tata Capital is secured by post dated cheques & Personal Guarantee of
Mr. Harsh Vora & Mr. Saurabh Vora.
16 Other Financial liabilities- Current
Other financial liabilities
Interest Accrued but not due on borrowings 5.50 3.39
Total 5.50 3.39
17 Trade Payables
(i) MSME - -
(ii) Others 2,065.10 1,202.81
(iii) Disputed dues - MSME - -
(iii) Disputed dues - Other - -
Total 2,065.10 1,202.81
17.1 In the absence of information from all suppliers of their status being small / micro enterprises, all the
17.2 For ageing Detail Please see Note No 17.2
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
18 Other current liabilities
Sundry Staff Payble 43.13 63.44
Advance Received From Customer 28.32 88.06
Dealer Deposits 30.58 31.13
Statutory Dues Payables 29.87 17.01
Others
Deferred Income ( Government Grant) Under Current 4.13 4.13
Opening Balance 4.13
Less:Transfer to Other Income (4.13)
Add: Transfer from Non Current 4.13
Total 136.03 203.76
19 Provisions- Current
Provision for employee benefits 11.34 7.50
Other Provisions 66.79 59.40
Provision for Income Tax (Net of Advance Tax & TDS ) 54.41 -
Total 132.55 66.90
20 Revenue from Operations
Revenue from - Sale of Manufactured Goods 16,271.36 10,582.77
Revenue from - Sale of Trading Goods 46.87 108.29
Revenue from - Job Work Receipts 2.57 -
Total 16,320.81 10,691.06
20.1 Particulars Of Sale Of Products
Electrodes , Flux, Wire etc. 16,271.36 10,582.77
Wires & Other (Trading) 46.87 108.29
Revenue from - Job Work Receipts 2.57
Total 16,320.81 10,691.06
21 Other Income
Interest income 2.76 3.02
Dividend income 0.50 1.01
Profit on Sale of Fixed Assets 4.27 -
Income Related to Earlier Yr. - 0.98
Bad Debts Recovered - 0.13
Deferred Income (Government Grant) 4.13 4.13
Exc. Diff.in.Foreign.Currency 0.06 0.16
Export Incentive - MEIS/DDB - 1.87
Profit on Investment - 17.72
Redumption of Keyman Policy - 14.25
Miscsellaneous Receipts - 0.34
Sundry Balances W/off - 5.73
Total 11.71 49.34
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
22 Cost of Material Consumed
Imported
% of Consumption 0.0% 0.0%
Indigenous 10,869.98 6,778.03
% of Consumption 100% 100%
22.1 Cost of Material Consumed
Wire, Chemicals, Packing Material 10,869.98 6,778.03
23 Changes In Inventories of Finished Goods, Stock-In-Process And Stock-In-Trade
Inventories at Close
Finished Goods 1,464.14 1,234.66
Semi Finished Goods 269.72 202.41
Stock In Trade - -
Total 1,733.86 1,437.07
Inventories at Commencement
Finished Goods 1,234.66 1,402.60
202.41 102.00
Semi Finished Goods
Stock In Trade - 8.13
Total 1,437.07 1,512.73
Increase In Inventories -296.79 75.66
24 Employee Benefits Expense
Salaries and Wages 958.77 723.71
Contribution to Provident and other Funds 59.74 47.59
Staff Welfare Expenses 20.45 11.86
Total 1,038.96 783.16
24.1 Defined Benefit plans :
a. The employees’ gratuity fund scheme managed by Life Insurance Corporation of India for the
Company is a defined benefit plan. During the year the company paid Rs. 13.95 Lacs (Pre. Year Rs.
25.09 ) for future gratuity benefits of the employees of company.
24.2 b.Company has made provision for benefit related to the leave encashment as per the policy of the
company.
25 Finance Costs
Interest expenses 200.30 127.73
Other borrowing costs 3.65 10.38
Interest on Lease Liability 3.36 3.36
Total 207.30 141.47
26 Other Expenses
Manufacturing Expenses :
Consumption of stores and spare parts & Others 101.52 69.48
Power and fuel 342.14 244.43
Repairs to buildings 15.86 16.88
Repairs to machinery 41.46 32.61
Repairs to others 6.76 9.19
Laboratory Expenses 16.75 18.30
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
Administrative Expenses :
Rates and Taxes, excluding taxes on income 3.44 1.27
Rent 3.64 3.61
Printing & Stationery 5.91 3.09
Postage & Telegram 0.82 1.96
Telephone Charges 3.47 3.43
Travelling Exp. Directors, Staff & others 72.87 36.98
Vehicle Expenses 11.16 9.17
Legal & Professional Charges 69.06 65.37
Membership & Testing Fees 9.87 9.03
Insurance Expenses 21.29 16.81
Office General & Misc. Exp. 21.55 17.49
Director's Sitting Fees 4.00 2.20
Donation 0.04 0.51
Loss on Sale of Fixed Assets - 1.87
Selling & Distribution Expense :
Freight & Cartage Outward 334.46 198.08
Advertisement & Publicity 1.52 1.68
Sales Promotion 67.06 14.83
Commission & Discount 120.20 102.76
Bad Debts W/Off 0.10 1.77
Auditor's Remuneration
Statutory Audit Fees 1.00 1.00
Tax Matters 0.50 0.50
Oth er a M tt ers . 0 75 . 0 55
Total 1,277.19 884.84
27 Earning Per Share
i Net Profit after tax as per Statement of Profit and Loss
attributable to Equity Shareholders 416.16 222.79
ii Weighted Average number of equity shares used as
denominator for calculating Basic EPS 75.64 74.00
iii Basic earning per share 5.50 3.01
iv Weighted Average number of equity shares used as
denominator for calculating Diluted EPS 77.51 74.00
v Diluted earning per share 5.37 3.01
vi Face ValueRs. 10 Per Equity Share 10.00 10.00
28 RATIO
(a) Current Ratio, 1.66 1.69
Reasion for Changes : NA
(b) Debt-Equity Ratio, 0.22 0.17
Reasion for Changes : Due to increase in borrowing .
(c) Debt Service Coverage Ratio, 2.15 2.50
Reasion for Changes : NA
(d) Return on Equity Ratio, 12% 8%
Reasion for Changes : Due to increase in profit after tax
(e) Inventory turnover ratio, 5.23 3.82
Reasion for Changes : Due to increase in turnover
(f) Trade Receivables turnover ratio, 6.13 5.46
Reasion for Changes : Due to increase in turnover
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
(g) Trade payables turnover ratio 1.26 0.49
Reasion for Changes : Due to increase in purchase and
material consumed
(h) Net capital turnover ratio, 6.67 5.62
Reasion for Changes : Due to increase in turnover
(i) Net profit ratio, 3.01% 2.66%
Reasion for Changes : Due to increase in profit after tax
(j) Return on Capital employed, 20% 11%
Reasion for Changes : Due to increase in profit before
tax
(k) Return on investment. 7% 6%
Reasion for Changes : Due to increase in profit from
29 Related Party Disclosures
As per Ind As 24, the discloures of transaction with the related parties are
Subsidiary Company
V & H Fabricators Pvt. Ltd.(Wholly Owned)
Key Managerial Persons
Shri Harsh Kumar Vora (Managing Director)
Shri Saurabh Vora (Whole Time Director)
Shri Rajesh Songirkar (Chief Financial Officer)
Shri Rajesh Sen ( Company Secretary)
Enterprises Over which Key Managerial Person are able to Exercise
Vora Wires Industries (India) Limited
Transactions with related Parties 31.03.2023 31.03.2022
Nature of Transactions
Sale of Goods - 0.32
Repayment of Unseucred Loan Granted 7.79
Interest Received - 0.78
Remuneration to Director 181.64 93.33
Remuneration to other Key Managerial Person 15.56 13.89
Outstanding Balances
Trade & Other Receivables - 0.20
Trade & Other Paybles - 6.94
30 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities
are subject to confirmation / reconciliation.
31 In the opinion of the Management, the value on realization of loans and advances, and other current
assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary
course of the business.
32 Amortization of lease hold land is being done as per the Ind AS 116 using the modified
retrospective method, with the date of initial application on April 01 ,2020
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
33 Contingent Liabilities & Commitments (To the Extent not provided for)
i Guarantees given on behalf of the company 3.16 3.56
ii CST Demand (in appeal) 68.08 68.08
iii Vat Demand (in appeal) 5.33 5.32
iv Entry Tax Demand (in appeal) 2.51 2.50
v Income Tax Demand (appeal) 7.00 7.00
Total 86.08 86.46
33.1 Some cases have been filed against the company related to trademark and the same are pending
before the Hon'ble courts but management believes that the ultimate outcome of these proceedings
will not have a material adverse effects on the Company's financial position and results of operation.
Company has also filed cases againts the other parties related to trademark & recovery of outstanding
debtors.
34 Value of Imports on (CIF Basis) 2022-23 2021-22
Raw Materials - -
Capital Goods 43.45 -
Trading Goods 26.51 27.61
Total 69.96 27.61
35 Expenditure in foreign exchange 5.46 -
36 Earning in foreign exchange
Value of Export (Receipt in Foreign Currency) 27.31 1.19
37 Details Of Research and development Expenditure
Year 2022-23 2021-22
Capital 126.51 -
Revenue 99.96 91.06
Total 226.47 91.06
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See Significant Accounting Policies & Notes 1-42 are an integral part of these financial statements. for and on behalf of M/s Devpura Navlakha & Co. Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura) Partner M.No. 033342

(Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

Place: Indore Date: 23.05.2023

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

38 Segment Reporting

(Rs. in Lacs)

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The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the Executive Committee
(the 'Chief Operating Decision maker' as defined in Ind AS-108-'operating segment'), in deciding how to allocate resources and in assessing performance.
These have been identified taking into account nature of products and services, the differing risks and returns and the internal business reporting
systems.
The accounting policies adopted for segment reporting are in line with the accounting policy of the company.
(i) Primary Segment Information
Particulars Welding Welding Metallurgical Metallurgical Unallocable Unallocable Total Total
Consumables Consumables Cored Wire Cored Wire
Year 2022-23 2021-22 2022-23 2021-22 2021-22 2021-22 2022-23 2021-22
1 Segment Revenue
External Turnover 16,320.81 10,691.06 - - 16,320.81 10,691.06
Inter segment Turnover - - -
Value of Sales and Services(Revenue) 16,320.81 10,691.06 - - 16,320.81 10,691.06
Less; GST Recovered 2,461.06 1,617.68 - - 2,461.06 1,617.68
Revenue From Operations ( Net of GST) 13,859.75 9,073.38 - - 13,859.75 9,073.38
2 Segment result before Interest & Taxes 771.57 365.20 - - 771.57 365.20
Less: Interest Expenses 207.30 141.47 - - - 207.30 141.47
Add: Interest Income 2.76 3.02 - - - 2.76 3.02
Profit before Tax 567.02 226.75 - - - 567.02 226.75
Less: Current tax 102.26 - -
Less; Deffered Tax 47.15 (14.83) - - - 47.15 (14.83)
Profit After tax 417.61 241.58 - - - 417.61 241.58
- - -
3 Other Information
Segment Assets 8,369.60 6,490.72 52.94 52.94 7.68 7.68 8,430.22 6,551.35
Segment Liabilities 4,706.05 3,448.30 - - - - 4,706.05 3,448.30
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39 These financial statements have been prepared in the format prescribed by the revised Schedule III(Division II) to the companies Act 2013. Previous period figures have been recasted/ restated to confirm to the current period Figures. Current period figure have been rounded off to the nearest Rs. in Lacs)

As per our report of even date attached

for and on behalf of M/s Devpura Navlakha & Co.

For and on behalf of the Board

Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura) Partner M.No. 033342 Place: Indore Date: 23.05.2023

(Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

Note No 5.1 Trade Receivables ageing schedule: FY 2022-23

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FY 2022-23 (Rs. in Lacs)
Outstanding for following periods from due date of payment
Particulars Less then 6 Month More then 6 1-2 Years 2-3 Years More then 3 Total
Month Years
(i) Undisputed Trade Receivables-
Considered Goods 2590.51 50.06 18.19 34.00 9.88 2,702.64
(ii) Undisputed Trade Receivables-
Considered Doubtful - - - - - -
(iii) Disputed Trade Receivables-
Considered Goods - - - - 50.99 50.99
(iv) Disputed Trade Receivables-
Considered Doubtful
Total 2590.51 50.06 18.19 34.00 60.87 2,753.63
FY 2021-22
Outstanding for following periods from due date of payment
Particulars Less then 6 Month More then 6 1-2 Years 2-3 Years More then 3 Total
Month Years
(i) Undisputed Trade Receivables-
Considered Goods 1,631.04 12.34 50.17 13.89 6.48 1,713.92
(ii) Undisputed Trade Receivables-
Considered Doubtful - - 0.90 - 51.97 52.87
(iii) Disputed Trade Receivables-
Considered Goods - - - - - -
(iv) Disputed Trade Receivables-
Considered Doubtful - - - - - -
Total 1,631.04 12.34 51.07 13.89 58.45 1,766.79
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Trade Payables ageing schedule: FY 2022-23 (i) MSME (ii) Others (iii) Disputed due - MSME (iii) Disputed due - Others Total Particulars	Less Then 1 Years 1-2 Years 2-3 Years More then 3 Years Total 2065.10 - - 2,065.10 - 2,065.10 - - - 2,065.10 Outstanding for following periods from due date of payment (Rs. in Lacs)

FY 2021-22

Particulars (i) MSME (ii) Others (iii) Disputed due - MSME (iii) Disputed due - Others Total	Less Then 1 Years 1-2 Years 2-3 Years More then 3 Years Total 1184.18 9.49 3.53 5.61 1,202.81 1184.18 9.49 3.53 5.61 1,202.81 Outstanding for following periods from due date of payment

D & H INDIA LIMITED Notes to Standalone Financial Statements for the year ended 31st March, 2023

Note 40 : Additional Regulatory Information

S.No.
(i)
(ii)
(iii)
(iv)
(v)
(ix)

Response
NA
NA
NA
NA
NA
NA
S.No.
(a)
(b)
(c )
(d)
(e)
(f)
(g)
If Property is in the books, then reference to the item
in the balancesheet
If Property is in the books, then the fact shall be
stated
Where there are proceedings against the company
under this law as an abetter of the transaction or as
the transferor then the details shall be provided,
Nature of proceedings, status of same and company’s
view on same.
Details of Benami Property held
Particulars
Comments
Details of such property
Amount thereof
Details of Beneficiaries
KMPs
Related parties
Promoter
Directors
Where the Company has revalued its Property, Plant and Equipment (including Right-
of-Use Assets), the company shall disclose as to whether the revaluation is based on
the valuation by a registered valuer as defined under rule 2 of Companies (Registered
Valuers and Valuation) Rules, 2017.
Where the company has revalued its intangible assets, the company shall disclose as
to whether the revaluation is based on the valuation by a registered valuer as defined
under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
The following disclosures shall be made where Loans or Advances in the nature of
loans are granted to promoters, directors, KMPs and the related parties (as defined
under Companies Act, 2013), either severally or jointly with any other person, that
are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment:
Type of Borrower
Amount of loan or
Percentage of the
Particulars
Title deeds of Immovable Properties not held in name of the Company The company
shall provide the details of all the immovable properties (other than properties where
the Company is the lessee and the lease agreements are duly executed in favour of
the lessee) whose title deeds are not held in the name of the company in following
format and where such immovable property is jointly held with others, details are
required to be given to the extent of the company's share.
Whether the fair value of investment property (as measured for disclosure purposes
in the financial statements) is based on the valuation by a registered valuer as
defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.

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where the Company has borrowings from banks or financial institutions on the basis
(x) YES
of security of current assets, it shall disclose the following
whether quarterly returns or statements of current assets filed by
(a) the Company with banks or financial institutions are in agreement Yes
with the books of accounts.
if not, summary of reconciliation and reasons of material
(b) NA
discrepancies, if any to be adequately disclosed.
Where a company is a declared wilful defaulter by any bank or financial Institution or
(xi) NO
other lender, following details shall be given:
(a) Date of declaration as wilful defaulter,
(b) Details of defaults (amount and nature of
(xii) Relationship with struck off Companies NO
Where the company has any transactions with companies struck off under section 248
of the Companies Act, 2013 or section 560 of Companies Act, 1956,
(xiii) Registration of charges or satisfaction with Registrar of Companies (ROC) NO
Where any charges or satisfaction yet to be registered with ROC beyond the statutory
period, details and reasons thereof shall be disclosed.
(xiv) Compliance with number of layers of companies
Where the company has not complied with the number of layers prescribed under
clause (87) of section 2 of the Act read with the Companies (Restriction on number of
Layers) Rules, 2017, the name and CIN of the companies beyond the specified layers NA
and the relationship or extent of holding of the company in such downstream
companies shall be disclosed.
(xvi) Compliance with approved Scheme(s) of Arrangements
Where any Scheme of Arrangements has been approved by the Competent Authority
in terms of sections 230 to 237 of the Companies Act, 2013, the Company shall
disclose that the effect of such Scheme of Arrangements have been accounted for in
the books of account of the Company ‘in accordance with the Scheme’ and ‘in
accordance with accounting standards’ and deviation in this regard shall be explained.
NA
(xvii) Utilisation of Borrowed funds and share premium:
(A) Where company has advanced or loaned or invested funds (either borrowed funds
or share premium or any other sources or kind of funds) to any other person(s) or
entity(ies), includingforeign entities (Intermediaries) with the understanding (whether
recorded in writing or otherwise) that the Intermediary shall NA
(i) directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of
the Ultimate Beneficiaries;
The company shall disclose the following:-
(I) date and amount of fund advanced or loaned or invested in
Intermediaries with complete details of each Intermediary.
(II) date and amount of fund further advanced or loaned or invested by such
Intermediaries to other intermediaries or Ultimate Beneficiaries alongwith
complete details of the ultimate beneficiaries.
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(III) date and amount of guarantee, security or the like provided to or on
behalf of the Ultimate Beneficiaries
(IV) declaration that relevant provisions of the Foreign Exchange
Management Act, 1999 (42 of 1999) and Companies Act has been complied
with for such transactions and the transactions are not violative of the
Prevention of Money-Laundering act, 2002 (15 of 2003).;
(B) Where a company has received any fund from any person(s) or entity(ies),
including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the company shall NA
(i) directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
the company shall disclose the following:-
(I) date and amount of fund advanced or loaned or invested in
Intermediaries with complete details of each Intermediary.
(II) date and amount of fund further advanced or loaned or invested by such
Intermediaries to other intermediaries or Ultimate Beneficiaries alongwith
complete details of the ultimate beneficiaries.
(III) date and amount of guarantee, security or the like provided to or on
behalf of the Ultimate Beneficiaries
(IV) declaration that relevant provisions of the Foreign Exchange
Management Act, 1999 (42 of 1999) and Companies Act has been complied
with for such transactions and the transactions are not violative of the
Prevention of Money-Laundering act, 2002 (15 of 2003).;
The Company has not traded or invested in Crypto currency or Virtual
Currency during the financial year.
The Company does not any transactions which are not recorded in the books
of accounts that have been surrendered or disclosed as income during the
year in the tax assessments under the Income Tax Act, 1961 (such as,
search or survey or any other relevant provisions of the Income Tax Act,
1961)
----- End of picture text -----

INDEPENDENT AUDITOR’S REPORT

To the Members of M/S D & H INDIA LIMITED

Report on the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of D & H INDIA LIMITED (“the Company”), which comprise the balance sheet as at 31st March 2023, and the statement of Profit and Loss (including Other Comprehensive Income), the statement of changes in equity and the statement of Cash Flows for the year ended on that date, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the independence requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate

Governance Report, and Shareholder Information, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate implementation and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SA, we exercise professional judgment and maintain professional skepticism throughout the audit.

Other Matters – We have nothing to report in this regard

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c)The Consolidated Balance Sheet, the consolidated statement of Profit and Loss including other comprehensive income , the consolidated statement of changes in equity and the consolidated statement of Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31[st] March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” .

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Holding Company & Its Subsidiary & Associate Companies to its directors during the year is in accordance with the provisions of section 197 of the Act.

h)With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Notes to the consolidated financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. The company has transferred Rs.214284/- to the Investor Education and Protection Fund in respect of unpaid dividend.

iv. (a) The management has represented that, to the best of it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

v. No dividend have been declared or paid during the year by the company.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(Ca Pramodkumar Devpura) Partner M.No. 033342 Date: 23.05.2023 Place: Mumbai UDIN: 23033342BGVLVI2666

D & H INDIA LTD.

Annexure A to Independent Auditor's Report on Consolidated Financial Statements

Responsibilities for Audit of Consolidated Financial Statement

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and

other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(Ca Pramodkumar Devpura) Partner

M.No. 033342 Date: 23.05.2023 Place: Mumbai

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF D & H INDIA LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of D & H INDIA LIMITED (“the Company”) as of 31[st] March 2023 in conjunction with our audit of the consolidated financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Holding Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Meaning of Internal Financial Controls over Financial Reporting

1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

100

financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiary and associate companies, has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31[st] March, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M/s Devpura Navlakha & Co. Chartered Accountants FRN 121975W

(Ca Pramodkumar Devpura) Partner M.No. 033342 Date: 23.05.2023 Place:Mumbai

101

D & H INDIA LIMITED

Consolidated Balance Sheet as at 31st March, 2023

		AS AT		AS AT
Particulars	Note No.	31.03.2023	31.03.2022
		Rs. in Lacs	Rs. in Lacs
(1) ASSETS
Non-current assets
(a) Property, Plant and Equipment	1.1	2000.28		1,578.60
(b) Right-of-Use of Assets	1.2	40.25		40.69
(c) Capital Work In progress	1.3	11.71		20.16
(d) Intangible assets under development	1.4	17.94		17.94
(e) Goodwill		67.98		67.98
(f) Other non-current assets	2	69.58		68.90
Total Non-Current Assets		2207.73		1,794.26
(2) Current assets
(a) Inventories	3	2778.32		2,621.87
(b) Financial Assets
(i) Trade receivables	4	2815.02		1,823.69
(ii) Cash and cash equivalents	5	38.50		30.34
(iii) Loans	6	537.24		198.86
(iv) Investments	7	13.61		15.06
(c) Other current assets	8	86.76		110.36
Total Current Assets		6,269.44		4,800.17
Total Assets		8,477.17		6,594.44
EQUITY AND LIABILITIES
EQUITY
(a) Equity Share capital	9	778.80		740.00
(b) Other Equity	10	2991.58		2,404.88
Total Equity		3,770.38		3,144.88
LIABILITIES
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings	11	778.53		482.81
(ii) Lease Liability	12	40.67		40.68
(b) Deferred tax liabilities (Net)	13	169.23		122.44
(c) Other Non current liabilities	14	31.12		35.25
Total Non-current liabilities		1,019.55		681.18
Current liabilities
(a) Financial Liabilities
(i) Borrowings	15	1347.83		1,291.13
(ii) Other financial liabilities	16	5.50		3.39
(iii) Trade payables	17
Total Outstanding dues of micro & small enterprises
Total Outstanding dues of creditors other than micro
and small enterprises		2,065.10		1,202.81
(b) Other current liabilities	18	136.27		204.15
(c) Provisions	19	132.55		66.90
Total Current liabilities		3,687.25		2,768.38
Total Liabilities		4,706.80		3,449.56
Total Equity and Liabilities		8,477.17		6,594.44

See Significant Accounting Policies & Notes 1-42 are an integral part of these financial statements. As per our report of even date attached

for and on behalf of M/s Devpura Navlakha & Co. For and on behalf of the Board Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura)

Partner M.No. 033342

(Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

Place: Indore Date: 23.05.2023

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

102

D & H INDIA LIMITED

Consolidated Statement of Profit and Loss for the year ended 31st March 2023

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AS AT AS AT
Note
Particulars 31.03.2023 31.03.2022
No
Rs. In Lacs Rs. In Lacs
I. Revenue from operations(Gross) 20 16331.96 10,691.06
Less : GST 2462.76 1,617.68
Revenue from operations(Net) 13,869.20 9,073.38
II. Other Income 21 16.72 50.57
III. Total Income (I +II) 13,885.93 9,123.94
IV. Expenses:
Cost of materials consumed 22 10880.15 6,778.03
Purchase of Stock-in-Trade 33.40 72.32
Changes in inventories of finished goods, work-in-
progress and Stock-in-Trade 23 -296.79 75.66
Employee benefit expense 24 1038.96 783.16
Financial costs 25 207.31 142.26
Depreciation and amortization expense 1.1 &1.2 174.50 161.46
Other expenses 26 1277.37 885.32
Total Expenses (IV) 13,314.89 8,898.21
V. Profit before exceptional item and tax (III - IV) 571.04 225.74
VI. Exceptiional Items : Income /(Expenses) - -0.58
VII. Profit before tax (V - VI) 571.04 225.16
VIII. [Extraordinary Items]
IX. Tax expense:
(1) Current tax 99.60 -
(2) Earlier Yr. tax 2.66
(3) Deferred tax 13 46.79 -14.88
X Profit/(Loss) for the period (VII-VIII-IX) 421.99 240.03
XI. Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss -1.45 -18.79
(ii) Income tax relating to items that will not be
- -
reclassified to profit or loss
- -
B (i) Items that will be reclassified to profit or loss
(ii) Income tax relating to items that will be reclassified
- -
to profit or loss
XII. [Total Comprehensive Income for the Year (X-XI)] 420.54 221.25
XIII. [Earning per equity share of face value of Rs. 10 each] 27
(1) Basic 5.56 2.99
(2) Diluted 5.43 2.99
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See Significant Accounting Policies & Notes 1-42 are an integral part of these financial statements. As per our report of even date attached for and on behalf of M/s Devpura Navlakha & Co. For and on behalf of the Board Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura)

Partner M.No. 033342 Place: Indore Date: 23.05.2023

( Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

( Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

103

D & H INDIA LIMITED CONSOLIDATED CASH FLOW STATEMENT

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AS AT AS AT
S.
31.03.2023 Rs. in 31.03.2022 Rs.
No.
Lacs in Lacs
A. Cash flow from Operating Activities
Net profit before tax & Extraordinary items 571.04 225.74
Adjustment for : Depreciation 174.50 161.46
Deferred Revenue Expenditure
Preliminary Expenditure
Loss/(Profit) on sale of fixed assets (8.86) 0.73
Other Income (7.35) (49.42)
Interest Paid / Bank Charges 207.31 142.26
Operating Profit before working Capital Changes 936.64 480.77
Trade & other receivable (991.33) (201.21)
Inventories (156.45) (381.31)
Trade Payables & Other Provisions 860.06 219.69
Cash generated from Operations 648.92 117.95
Direct Tax paid (102.26)
Cash flow before extraordinary items 546.66 117.95
Extraordinary items - (0.58)
Net Cash from Operating Activities 546.66 117.37
B. Cash Flow from Investing Activities
Purchase of fixed assets (Net) (595.73) (426.54)
capital WIP 8.45 15.35
Intengible Assets WIP -
Loans & Advances (315.46) (174.05)
Interest received / Misc Receipts 7.35 4.17
Other Income 4.27 41.26
Dividend Income 0.47 1.01
Net cash used in Investing Activities (890.66) (538.80)
C. Cash Flow from Financing Activities
Proceeds from subsidy - -
Proceeds from Share Warrants 204.96
Proceeds from long term & Short term borrowings 354.52 559.33
Interest Paid (207.31) (142.26)
Reduction in Lease Liability (0.00) (0.00)
Dividend Paid (Including Dividend Distribution Tax)
Net cash used in Financing Activities 352.16 417.07
Net increase in Cash and Cash equivalent 8.16 (4.36)
(A+B+C)
Cash & Cash Equivalents As at the Beginning 30.34 34.70
Cash & Cash Equivalents As at the End 38.50 30.34
for and on behalf of M/s Devpura Navlakha & Co. (0)
Chartered Accountants For and on behalf of the Board
FRN-121975W
(CA Pramodkumar Devpura)
Partner (Harsh Vora) (Sushil Rawka)
M.No. 033342 Managing Director Director
DIN: 00149287 DIN: 00156990
Place: Indore
Date: 23.05.2023 (Rajesh Sen) (Rajesh Songirkar)
Company Secretary Chief Financial Officer
FCS: 7689
----- End of picture text -----

104

D & H INDIA LIMITED

Consolidated Statement of Changes in Equity For The Year Ended 31st March 2023

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Changes in Changes in Restated Balance at
Balance at the Equity Share Equity balance at the end of
beginning of Capital due Share the Changes in equity share capital during the the reporting
A. Equity Share Capital the reporting to prior Capital beginning of year 2022-2023 period i.e
period i.e 1st period errors due to the previous 31st March
April 2022 prior reporting 2023
Total 740.00 - period period 740.00 38.80 778.80
Total Pre. Year 740.00 - 740.00 - 740.00
Balance at the Changes in Changes in Restaed Equity Equity Convertible Transfer Balance at
1st of April accounting accounting balance at Instrumen Instrumen Share to the 31st
2022 policy or policy or the ts through ts through Warrants retained March 2023
B. Other Equity perior period perior beginning of comprehe comprehe Appli. earnings
errors period previous nsive nsive Money
errors year Income Income
Share application money
pending allotment - -
Reserve & Surplus
Capital Reserve 158.00 - 158.00 - - - - 158.00
Securities Premium 294.35 - 294.35 - - 124.16 - 418.51
Convertible Share Warrants
Appli. Money - - 42.00 42.00
General Reserve 680.00 - 680.00 - - - - 680.00
Retained Earnings 1,268.84 - - 1,268.84 - - - 421.99 1,690.83
Other items of Other
Comprehensive Income 3.70 3.70 - - - (1.45) 2.24
Total 2,404.88 - - 2,404.88 - - 166.16 420.54 2,991.58
Pre. Year 2,178.39 5.24 2,183.63 (18.79) - 240.03 2,404.88
As per our report of even date attached
for and on behalf of M/s Devpura Navlakha & Co. For and on behalf of the Board
Chartered Accountants
FRN-121975W
----- End of picture text -----

(CA Pramodkumar Devpura)

Partner M.No. 033342 Place: Indore Date: 23.05.2023

(Harsh Vora) (Sushil Rawka) Managing Director Director DIN: 00149287 DIN: 00156990

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS:-

A. SIGNIFICANT ACCOUNTING POLICIES:-

A.1. BASIS OF PREPARATION & PRESENTATION

The consolidated financial statements have been prepared on the historical cost basis Except for the following assets and liabilities which have been measured at fair value amount. (i) Certain financial assets and liabilities.

The Financial statements of the company have been prepared to comply with the Indian Accounting standards ( Ind AS) including the rules notified under the relevant provisions Of the companies Act, 2013. Up to the year ended 31st march 2017, the company has prepared its financial statement In accordance with the requirement of Indian generally accepted accounting principle (GAAP) , which include standard notified under the companies (Accounting Standard) Rules 2006 and considered as “Previous GAAP”

These financial statements are the company’s first IND AS standalone financial statements.

A.2. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements relate to D&H India Limited (the company) and its Subsidiary & associate company. The consolidated financial statements have been prepared on the following basis:

a) The financial statements of the company and its subsidiary company are combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, and income and expenses, after fully eliminating intra-group balances and intra-group transactions in accordance with “ Ind – As”,

b) the difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiary is recognized in the financial statements as goodwill or capital reserve, as the case may be.

c) the audited financial statements of subsidiaries and associates have been prepared in accordance with the Ind AS.

d) the consolidated financial statement are prepared using uniform accounting policies are presented in the same manner as the company’s standalone financial statements.

e) Investment in associate company has been accounted under the equity method as per Ind AS 28 – investment in associates and joint ventures.

f) the carrying amount of the parents investment in each subsidiary is offset (eliminated) against the parents portion of equity in each subsidiary.

g) other significant accounting policies.

These are set out under “significant accounting policies” as given in the company’s standalone financial statement.

106

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-
As On 31.03.22 Rupees 48.53 145.76 582.33 596.37 48.97 2.40 108.10 10.03 4.45 3.88 4.66 1.79 21.33 1,578.60 1,459.02 (Rs. in Lacs ) As On 31.03.22 0.90 39.79 40.69 41.13 1,619.29 1,508.96 (Rs. in Lacs ) As On 31.03.22 20.16 17.94 38.10 53.45
-
Net Block As On 31.03.2023 Rupees 48.53 140.58 561.86 826.68 40.17 3.52 205.26 7.35 5.89 6.74 5.60 1.79 146.31 2,000.28 1,325.00 As On 31.03.23 0.90 39.35 40.25 40.69 2,040.53 1,366.14 As On 31.03.23 20.16 17.94 38.10 38.10
- - - - - - - -
Up To Rupees 18.23 448.45 1,002.13 134.04 6.24 52.22 48.55 31.76 27.57 2.98 7.00 1,779.17 1,582.87 upto 0.88 0.88 0.44 1,780.06 1,583.32 upto
31.03.2023 Balance as 31.03.2022 Balance as
Amortization Amortization
- - - - - - - - - - - - - - - - - - -
Written Back Rupees 83.14 23.15 0.13 106.42 13.44 Written Back 106.42 13.44 Written Back
Depriciation
Year - 5.18 34.68 85.72 10.51 0.45 27.67 - 3.34 1.29 1.51 2.16 - 1.54 174.05 172.84 - 0.44 0.44 0.44 174.50 1,732.82 - - - -
For The Rupees
for the year for the year
Amortization Amortization
- - - - - - -
As On Rupees 13.04 413.78 999.55 123.53 5.79 47.70 45.21 30.59 26.06 0.82 5.47 1,711.54 1,423.48 upto 0.44 0.44 1,711.98 1,423.48 upto
01.04.2022 Balance as 31.03.2022 Balance as
Amortization Amortization
- - - -
As On Rupees 48.53 158.81 1,010.31 1,828.82 174.21 9.76 257.48 55.90 37.64 34.31 8.58 1.79 153.31 3,779.45 2,907.87 As On 33.22 3,779.45 2,949.45 As On 15.34 17.94 33.28 38.10
31.03.2023 31.03.2023 31.03.23
Assets Rupees - - Assets - - - - - - - - -
Enhance Enhance Transfer
(Impaired)/ - - - - - - - - - - - - - - (Impaired)/ Inter Head
- - - - - - - - - - - - - - - - - - - - - - - - -
Assets Rupees Assets Assets
Enhance Enhance Enhance
(Impaired)/ (Impaired)/ (Impaired)/
- - - - - - - - - - - - - - - - - -
Gross Block 97.51 24.37 0.20 122.08 22.10 8.36 122.08 30.46
Total Rupees Total
Deduction Deduction Deduction
- - - - - - - - - - -
11.00 252.82 0.68 1.57 23.49 0.40 0.53 3.66 1.45 51.44 347.05 347.05 4.82 4.82 20.17
Rupees Assets
180 Days 180 Days
Transfer to
Addition After Addition After
- - 3.20 77.59 1.03 - 102.56 - 0.26 2.27 0.71 1.65 - 75.07 264.35 47.47 - - - - 264.35 47.47 - - - 4.82
Days Rupees Days WIP
Addition Before180 Addition Before180 Addition in
-
As On Rupees 48.53 158.81 996.11 1,595.92 172.50 8.19 155.80 55.24 35.04 29.94 5.48 1.79 26.80 3,290.14 2,882.50 0.90 40.24 41.13 41.58 3,331.27 2,932.44 20.16 17.94 38.09 53.96
31.03.2022 31.03.2022 01.04.2022
Balance as on Balance as on
Particulars Particular Particular
Free Hold Land Office Building Factory Building Plant & Machinery Electric Installation Laboratory Equip. Vehicles Commercial Vehicle Furniture & Fixtures Office Equipment Computers Mobile Instruments Nursurery Shed R & D Assets Total Pre. Total Note -1.2 Right-of-use assets (ROU Assets) Lease Hold Land Lease Hold Land Durg Total (B) Pre. Total Total (A+B) Pre. Total Note -1.3 & 1.4 Capital Work in Progresss Intangible Assets WIP Total (c) Previous Year (c) * Please see notes of accounts.
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107

Ageing Schedule Note : 1.3 Intangible assets under development Ageing Schedule

FY 2022-23

(Rs. in Lacs)

SAP Software Under Development Intangible assets under development	Less Than 1 year 1-2 years 2-3 years More than 3 years Total - - 0 17.94 17.94 Amount in Intangible assets under development for a period of

FY 2021-22 SAP Software Under Development Intangible assets under development	Less Than 1 year 1-2 years 2-3 years More than 3 years Total - - 1.68 16.26 17.94 Amount in Intangible assets under development for a period of

Ageing Schedule
Note : 1.4
Capital Assets Under Development Ageing Schedule
FY 2022-23						(Amount in Lacs)
	Amount	in Intangible		assets under		development for a period of
tangible assets under development	Less Than 1 year	1-2 years		2-3 years		More than 3 years	Total
Projects in progress	0		-		-	11.71	11.71
FY 2021-22
	Amount	in Intangible		assets under		development for a period of
tangible assets under development	Less Than 1 year	1-2 years		2-3 years		More than 3 years	Total
Projects in progress	3.35		5.10		0.00	11.71	20.16

108

D & H INDIA LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT

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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
2 Other non-current assets
Security Deposits 67.04 66.36
Deposit & Advances 2.54 2.53
Total 69.58 68.90
3 Inventories
Raw materials 988.90 1135.50
Work in progress 303.72 236.41
Finished goods 1464.14 1234.66
Stock in trade - -
Stores and spares 21.56 15.30
Total 2778.32 2621.87
4 Trade receivables
Unsecured & considered good :
Exceeding Six months 220.03 135.75
Others 2594.99 1687.94
Total 2815.02 1823.69
5 Cash and cash equivalents
Balances with banks in india 0.64 5.58
Cash on hand 6 . 68 8 . 60
FDR with Banks 31.18 16.16
Total 38.50 30.34
5.1 Fixed Deposit maintained by the company with bank,which can be withdrawn by the company at any
point of time.
5.2 FDR with Banks Includes, FD with HDFC Bank which is lien mark against letter of credit/BG
6 Loans
Unsecured Considered good
Loans & Advances to related parties ( Wholly owned
Subsidiary Company & Associates)
Advance for Capital Goods 368.58 29.25
Advances to Suppliers 168.65 169.61
Secured Considered good
Significant incrase in Credit Risk - -
Credit Impaired - -
Total 537.24 198.86
6.1 Other Loans and advances includes Advance to
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109

Note No : 7

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AS AT AS AT
S. No Particulars 31.03.2023 Rs. 31.03.2022
in Lacs Rs. in Lacs
7 Investment Qty. Amount Qty. Amount
a Current Investments
Investment Measured at Fair Value
through other Comprehensive Income
In Equity Shares ,Quoted, fully paid up
Bharat Petroleum Corporation (FV Rs 10) 100 0.34 100 0.36
Coal India Ltd. (FV Rs 10) 100 0.21 100 0.18
Hero Motocorp (FV Rs 10) 100 2.35 100 2.29
Hindustan Petroleum Ltd. (FV Rs 10) 100 0.24 100 0.27
Hindustan Zinc Ltd. (FV Rs 02) 100 0.29 100 0.31
Indian Oil Corporation Ltd. (FV Rs. 10) 200 0.16 200 0.24
Indus Tower Ltd. (FV Rs 10) 100 0.14 100 0.22
Power Finance Corporation Ltd. (FV Rs 10) 100 0.15 100 0.11
Power Grid Corporation Ltd. (FV Rs 10) 100 0.23 100 0.22
REC Ltd. (FV Rs 10) 100 0.12 100 0.12
Reliance Industries Ltd. (FV Rs 10) 100 2.33 100 2.63
SJVN Ltd. (FV Rs 10) 100 0.03 100 0.03
State Bank Of India Ltd. (FV Rs 01) 100 0.52 100 0.49
Steel Authority Of India Ltd. (FV Rs 10) 100 0.08 100 0.10
Tata Consultancy Services Ltd. (FV Rs 01) 200 6.41 200 7.48
1700 13.61 1700 15.06
Total of Investment Measured at Fair
Value through other Comprehensive
Income 13.61 15.06
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
8 Other Current Assets
Balance with Government Authorities 67.15 72.37
Otjher Receivable
Prepaid Expenses 19.61 37.99
Total 86.76 110.36
9 Share Capital
Equity Share Capital :
Authorised Share capital 1000.00 1000.00
1,00,00,000 Equity Shares of Rs.10/- Each Issued,
74,00,000 Equity Shares of Rs.10/- each (Fully Paid up) 740.00 740.00
3,88,000 Equity Shares of Rs.10/- each (Fully Paid up) 38.80 -
778.80 740.00
9.1 Equity Shares : No. of Shares No. of Shares
Balance as at the beginning of the year 7400000 7400000
Add : Shares Issued During the period 388000 -
Balance As at the end of the year 7788000 7400000
9.2 Terms/Rights attached to equity Shares
Equity Shares: The company has one class of equity shares having par value of Rs.10 per share. Each share holder
is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
9.3 Details of shares held by shareholders holding AS AT AS AT
more than 5% of the aggregate shares n i the 31.03.2023 31.03.2022
Company RUPEES RUPEES
Sr. No. Name of Share Holder No. of Shares No. of Shares
01. Saurabh Vora 1401100 (17.99%) 1266600 (17.12%)
02. Kiran Vora 941385 (12.09%) 941385 (12.72%)
03. Harsh Kumar Vora (HUF) 673600 (8.65%) 673600 (9.10%)
04. Harsh Kumar Vora 699745 (8.98%) 311745 (4.21%)
9.4 Nil Equity Shares were issued in the last 5 years under the Employee Stock Options Plan as
consideration for services rendered by employees.
9.5 Share held by promoters /promoter group at the end of No. of Shares (% of No. of Shares (% of
the year Holding) Holding)
Sr. No. Name of Share Holder
01. Saurabh Vora 1401100 (17.99%) 1266600 (17.12%)
02. Kiran Vora 941385 (12.09%) 941385 (12.72%)
03. Harsh Kumar Vora (HUF) 673600 (8.65%) 673600 (9.10%)
04. Harsh Kumar Vora 699745 (8.98%) 311745 (4.21%)
-
05. Aishwarya Lunia Kakrecha 128451 (1.74%)
06. Sunil Ratanlal Rawka 63278 (0.81%) 63278 (0.86%)
07. Satish Rawka - 53600 (0.72%)
08. Suhani Vora 50000 (0.64%) 50000 (0.68%)
09. Atithi Vora 50000 (0.64%) 50000 (0.68%)
10. Venus Rawka - 36500 (0.49%)
11. Siddharth Rawka 300 (0.00%) 24400 (0.33%)
-
12. Saroj Rawka 20300 (0.27%)
9.6 Changes in promoter share holding during the year as per above.
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
10 Other Equity
Capital Reserves
Balance As Per last Balance Sheet 158.00 158.00
Total 158.00 158.00
Securities Premium
As Per last Balance Sheet 294.35 294.35
Add : During the Year 124.16 0.00
Total 418.51 294.35
Convertible Share Warrants App. Money
As Per last Balance Sheet - -
Add : During the Year 42.00 -
Total 42.00 -
General Reserve
As Per last Balance Sheet 680.00 680.00
Add : Amount Transferred from Surplus Balance in
Statement of profit & Loss - -
Total 680.00 680.00
Retained Earning
As Per last Balance Sheet. 1268.84 1023.56
Profit for the Year 421.99 240.03
Appropriations/Allocations - 5.24
Total 1690.83 1268.84
Other Comprehensive Income(OCI)
s er ast a ance A P l B l Sh eet 3 . 70 22 . 48
Less : Amont Trf to Profit & Loss -1.45 -19.41
Balance 2.24 3.07
Movement in OCI during the period - 0.62
Total 2.24 3.70
Grand Total 2991.58 2404.88
11 Borrowings- Non Current
Secured
HDFC BANK WCTL (971) 94.70 147.42
HDFC BANK ECLGS LOAN (189) 132.20 194.89
HDFC BANK ECLGS LOAN (482) 133.66 133.66
AXIS BANK ECLGS (657) 36.20 58.56
HDFC BANK TERM LOAN (927) 56.02 60.40
HDFC TERM LOAN (Rs.500 Lacs) 459.90 0.00
AXIS BANK CAR LOAN (738) 2.39 7.81
HDFC BANK CAR LOAN (297) 35.89 45.08
DFSIL CAR LOAN (MB-2). 55.82 0.00
1006.77 647.81
Less : Trf to Current maturities of long term debt (Refer
Note 15) 228.24 165.00
Total 778.53 482.81
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
11 Nature of Security and terms of repayment for
secured borrowings
Nature of Security Terms of Repayment
a) Working Capital Term Loan From HDFC Bank amounting Repayble in 68 Monthly installment of Rs. 528107/-
Rs. 250 Lakhs is secured by way of Hypothecation by First @ MCLR+1% Int. statrting from 07/04/2019 end
and exclusive charges of Stock, Book debts & Plant & on 07/11/2024
Machinery. & Collateral security by way of first
mortgage of industrial property situated at village:
Sejwaya, Gram Ghatabillod, District Dhar & industrial
property situated at village: Borai, District Durg,
chattisgarh,post dated cheques & Personal Guarantee of Mr.
Harsh Vora & Mr. Saurabh Vora
b) GECLGS Term Loan From HDFC Bank amounting Rs. 205 Repayble in 37 Month installment of (37
Lakhs is secured by Guarantee of Mr. Harsh Vora & Mr. Installment starting from 07/02/2022 end on
Saurabh Vora. 07/02/2025 & Interest Charge separately @
EBLR+4.25% Int.
c) GECLGS Term Loan From Axis Bank amounting Rs. 62 Repayble in 36 Month installment of (35
Lakhs is secured by Guarantee of Mr. Harsh Vora & Mr. Installment @ Rs. 172000/-+1 Installment @
Saurabh Vora. 180000) starting from 31/01/2022 & Interest
Charge separately @ RR+ 4% Int.
d) GECLGS Term Loan From HDFC Bank amounting Rs. 133 Repayble in 37 Month installment of (37
Lakhs is secured by Guarantee of Mr. Harsh Vora & Mr. Installment starting from 07/04/2024 end on
Saurabh Vora. 07/04/2027 & Interest Charge separately
@EBLR+4.25% Int.
e) Term Loan From HDFC Bank amounting Rs. 75 Lakhs is Repayble in 61 Monthly installment @ MCLR+1%
secured by way of Hypothecation by First and exclusive Int. statrting from 07/05/2021 end on 07/05/2026
charges of Stock, Book debts & Plant & Machinery. &
Collateral security by way of first mortgage of industrial
property situated at village: Sejwaya, Gram Ghatabillod,
District Dhar & industrial property situated at village: Borai,
District Durg, chattisgarh,post dated cheques & Personal
Guarantee of Mr. Harsh Vora & Mr. Saurabh Vora
f) Term Loan From HDFC Bank amounting Rs. 500 Lakhs Repayble in 87 Monthly installment @
is secured by way of Hypothecation by First and exclusive TBill+2.26% Int. statrting from 07/05/2023 end
charges of Stock, Book debts & Plant & Machinery. & on 07/07/2030
Collateral security by way of first mortgage of industrial
property situated at village: Sejwaya, Gram Ghatabillod,
District Dhar & industrial property situated at village: Borai,
District Durg, chattisgarh,post dated cheques & Personal
Guarantee of Mr. Harsh Vora & Mr. Saurabh Vora
12 Lease Liability
As on 01.04.2022 40.68 40.68
Less : Amortization for the year 0.00 0.00
Total 40.67 40.68
13 Deferred Tax Liability (Net)
At the start of the year 122.44 137.32
Charge/(credit) to statement of profit & loss 46.79 -14.88
At the end of the year 169.23 122.44
13.1 Deferred Tax Liability/(Assets) in relation to
Property , Plant & Equipment 177.55 130.27
Provision -8.32 -7.82
Total 169.23 122.44
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
14 Other non current liabilities
Deffered Income
Deffered Government grant 35.25 39.37
Less: Shown Under other current liabilities 4.13 4.13
Total 31.12 35.25
15 Secured
From Bank
Loan repayable on demand from HDFC (CC A/C) 1119.59 1126.13
Current maturities of long term debt (Ref Note 11) 228.24 165.00
Total 1347.83 1291.13
15.1 Working capital limit and LC & Bill Discounting limit are secured by way of Hypothecation by First and
exclusive charges of Stock, Book debts & Plant & Machinery. & Collateral security by way of first
mortgage of industrial property situated at village: Sejwaya, Gram Ghatabillod, District Dhar &
industrial property situated at village: Borai, District Durg, chattisgarh, Personal Guarantee of Mr.
Harsh Vora & Mr. Saurabh Vora
15.2 Channel Finance facility From Tata Capital is secured by post dated cheques & Personal Guarantee of
Mr. Harsh Vora & Mr. Saurabh Vora.
16 Other Financial liabilities
Interest Accrued but not due on borrowings 5.50 3.39
Total 5.50 3.39
17 Trade Payables
(i) MSME - -
(ii) Others 2065.10 1202.81
(iii) Disputed dues - MSME - -
(iii) Disputed dues - Other - -
Total 2065.10 1202.81
17.1 In the absence of information from all suppliers of their status being small / micro enterprises, all the
units are classified into other.
17.2 Ageing Schedule attached
18 Other current liabilities
Sundry Staff Payble 43.13 63.44
Advance Received From Customer 28.32 88.06
Dealer Deposits 30.58 31.13
Statutory Dues Payables 29.87 17.01
Others 0.25 0.40
Deferred Income ( Government Grant) 4.13 4.13
Opening Balance 4.13
Less:Transferred to Other Income (4.13)
Add: Tran. from Deferred Income Non Current 4.13
Total 136.27 204.15
19 Provisions- Current
Provision for employee benefits 11.34 7.50
Other Provisions 66.79 59.40
Provision for Income Tax (Net of Advance Tax) 54.41 -
Total 132.55 66.90
20 Revenue from - Sale of Manufactured Goods 16271.36 10582.77
Revenue from - Sale of Trading Goods 58.03 108.29
Revenue from - Job Work Receipts 2.57 -
Total 60.60 10691.06
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
21 Other Income
Interest income 3.19 3.10
Dividend income 0.50 1.01
Profit on Sale of Fixed Assets 8.86 1.15
Income Related to Earlier Yr. - 0.98
Bad Debts Recovered - 0.13
Deferred Income (Government Grant) 4.13 4.13
Exc. Diff.in.Foreign.Currency 0.06 0.16
Export Incentive - MEIS/DDB - 1.87
Profit on Investment - 17.72
Redumption of Keyman Policy - 14.25
Miscsellaneous Receipts - 0.34
Sundry Balances W/off - 5.73
Total 16.72 50.57
22 Cost of Material Consumed
Imported 0.00 0.00
% of Consumption 0.00% 0.00%
Indigenous 10880.15 6778.03
% of Consumption 100.00% 100%
Cost of Material Consumed
22.1 Wire, Chemicals, Packing Material 10880.15 6778.03
23 Changes In Inventories Of Finished Goods, Stock-In-Process And Stock-In-Trade
Inventories at Close
Finished Goods 1464.14 1234.66
Semi Finished Goods 303.72 236.41
Stock In Trade - 0.00
Total 1767.86 1471.07
Inventories at Commencement
Finished Goods 1234.66 1402.60
Semi Finished Goods 236.41 136.00
Stock In Trade 0.00 8.13
Total 1471.07 1546.73
Increase In Inventories -296.79 75.66
24 Employee Benefits Expense
Salaries and wages 958.77 723.71
Contribution to provident and other funds 59.74 47.59
Staff welfare expenses 20.45 11.86
Total 1038.96 783.16
24.1 Defined Benefit plans :
a. The employees’ gratuity fund scheme managed by Life Insurance Corporation of India for the
Company is a defined benefit plan. During the year the company paid Rs. 13.95 Lacs (Pre. Year Rs.
25.09 Lacs ) for future gratuity benefits of the employees of company.
b.Company has made provision for benefit related to the leave encashment as per the policy of the
company.
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
25 Finance Costs
Interest expenses 200.30 128.51
Other borrowing costs 3.66 10.39
Interest on Lease Liability 3.36 3.36
Total 207.31 142.26
26 Other Expenses
Manufacturing Expenses :
Consumption of stores and spare parts & Others 101.52 69.48
Power and fuel 342.14 244.43
Repairs to buildings 15.86 16.88
Repairs to machinery 41.46 32.61
Repairs to others 6.76 9.19
Laboratory Expenses 16.75 18.30
Administrative Expenses :
Rates and Taxes, excluding taxes on income 3.44 1.27
Rent 3.64 3.61
Printing & Stationery 5.91 3.09
Postage & Telegram 0.82 1.96
Telephone Charges 3.47 3.43
Travelling Exp. Directors, Staff & others 72.87 36.98
Vehicle Expenses 11.16 9.17
Legal & Professional Charges 69.06 65.37
Membership & Testing Fees 9.87 9.03
Insurance Expenses 21.29 16.81
Offi ce enera G l & Mi sc. xp. E 21 . 60 17 . 84
Director's Sitting Fees 4.00 2.20
Donation 0.04 0.51
Loss on Sale of Fixed Assets 0.00 1.87
Selling & Distribution Expense :
Freight & Cartage Outward 334.46 198.08
Advertisement & Publicity 1.52 1.68
Sales Promotion 67.06 14.83
Commission & Discount 120.20 102.76
Bad Debts W/Off 0.10 1.77
Auditor's Remuneration
Statutory Audit Fees 1.13 1.13
Tax Matters 0.50 0.50
Othe Matters 0.75 0.55
Total 1277.37 885.32
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
27 Earning Per Share
Net Profit after tax as per Statement of Profit and Loss
i
attributable to Equity Shareholders 420.54 221.25
Weighted Average number of equity shares used as
ii
denominator for calculating Basic EPS 75.64 74.00
iii Basic earning per share 77.51 74.00
Weighted Average number of equity shares used as
iv
denominator for calculating Diluted EPS 5.56 2.99
v Diluted earning per share 5.43 2.99
vi Face Value per equity share 10.00 10.00
28 Ratio
(a) Current Ratio, 1.70 1.73
Reasion for Changes : NA
(b) Debt-Equity Ratio, 0.22 0.17
Reasion for Changes : Due to increase in borrowing .
(c) Debt Service Coverage Ratio, 1.85 1.77
Reasion for Changes : Due to increase in profit after tax
(d) Return on Equity Ratio, 11% 8%
Reasion for Changes : Due to increase in profit after tax
(e) Inventory turnover ratio, 5.14 3.73
Reasion for Changes : Due to increase in turnover
(f) Trade Receivables turnover ratio, 5.98 5.27
Reasion for Changes : Due to increase in turnover
(g) Trade p a y ables turnover ratio 8.49 10.57
Reasion for Changes : NA
(h) Net capital turnover ratio, 5.37 4.47
Reasion for Changes : Due to increase in turnover
(i) Net profit ratio, 3% 3%
Reasion for Changes : Due to increase in profit after tax
(j) Return on Capital employed, 17% 12%
Reasion for Changes : Due to increase in profit before
(k) Return on investment. 4% 7%
Reasion for Changes : Due to decrease in Return on
invesatment.
29 Related Party Disclosures
As per Ind AS the discloures of transaction with the related parties are
Subsidiary Company
V & H Fabricators Pvt. Ltd.(Wholly Owned)
Key Managerial Persons
Shri Harsh Kumar Vora (Managing Director)
Shri Saurabh Vora (Whole Time Director)
Shri Rajesh Songirkar (Chief Financial Officer)
Shri Rajesh Sen ( Company Secretary)
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
Enterprises Over which Key Managerial Person are able to Exercise
Vora Wires Industries (India) Limited
Sale of Goods 0.32
Interest Received 0.78
Remuneration to Director 181.64 93.33
Remuneration to other Key Managerial Person 15.56 13.89
Outstanding Balances
Trade & Other Receivables 0.20
Trade & Other Paybles 6.94
30 Enterprises consolidated as subsidiary & Associates in accordance with Indian Accounting Standard
110/28 in Consolidated Financial statement
Proportion of Proportion of
S. No. Name Of Enterprises
Ownership Interest Ownership Interest
1 V & H Fabricators Private Limited 100% 100%
31 Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises
Consolidated as Subsidiary/Associates
Net Assets i.e Total Assets Minus Total Liabilities
Part -A Name of the Enterprise Amount
Parent
D & H India Limited 3619.78
Subsidiaries
India
V H Fa & b ricators Private Limite d 150.60
Foreign Nil
-
Minority Interest In All Subsidaries
Associates (Investment As Per the Equity
Method)
India
- -
Foreign Nil
Joint ventures (As per Proportionate consolidation / Investment As per Equity Method)
India Nil
Foreign Nil
Total 3770.38
Part-B Name of the Enterprise Amount
Parent
D & H India Limited 416.16
Subsidiaries
India
V & H Fabricators Private Limited 4.37
Foreign Nil
Foreign Nil
Joint ventures (As per Proportionate consolidation / Investment As
per Equity Method)
India Nil
Foreign Nil
Total 420.54
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
32 Statement containing salient features of the financial statement of
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts)
Rules, 2014)- AOC-I
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs Lacs )
100%
1. Sl. No.
V & H Fabricators
2. Name of the subsidiary
Private Limited
3. Reporting period for the subsidiary concerned, if different from the
holding company’s reporting period No
4. Reporting currency and Exchange rate as on the last date of the relevant INR
5. Equity Share capital 51.25
6. Other Equity 99.35
7. Total assets 151.34
8. Total Liabilities 0.75
9. Investments -
10. Turnover -
11. Profit before taxation 4.01
12. Provision for taxation(Including Deffered Tax) -0.36
13. Profit After taxation 4.37
-
14. Other Comprehensive Income
15. Total Comprehensive Income 4.37
1 6 .Pr oposed Divi de n d -
17. % of Share Holding 100%
1. Names of subsidiaries which are yet to commence operations N.A
2. Names of subsidiaries which have been liquidated or sold during the year N.A
33 Various items included under the head Current Assets, Loan & Advances, as well as Current Liabilities
are subject to confirmation / reconciliation.
34 In the opinion of the Management, the value on realization of loans and advances, and other current
assets will be at least equal to the amounts stated in the books of accounts, if realized in the ordinary
course of the business.
35 Amortization of lease hold land is being done as per the Ind AS 116 using the modified
retrospective method, with the date of initial application on April 01 ,2020
36 Contingent Liabilities & Commitments(To the Extent not provided for)
i Guarantees given on behalf of the company 3.16 3.56
ii CST Demand (in appeal) 68.08 68.08
iii Vat Demand (in appeal) 5.33 5.33
iv Entry Tax Demand (in appeal) 2.51 2.51
v Income Tax Demand (Rectification) 7.00 7.00
Total 86.08 86.48
36.1 1.Some cases have been filed against the company related to trademark and the same are pending
before the Hon'ble courts but management believes that the ultimate outcome of these proceedings
will not have a material adverse effects on the Company's financial position and results of operation.
2. Company has also filed cases againts the other parties related to trademark & recovery of
outstanding debtors.
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AS AT AS AT
Note
31.03.2023 31.03.2022
No
Rs. in Lacs Rs. in Lacs
37 Value of Imports on (CIF Basis) 22-23 21-22
Raw Materials - -
Capital Goods 43.45 -
Trading Goods 26.51 27.61
Total 69.96 27.61
38 Expenditure in foreign exchange 5.46 0.00
39 Earning in foreign exchange
Value of Export (Receipt in Foreign Currency) 27.31 1.19
40 Details Of Research and development
Expenditure
Year 2022-23 2021-22
Capital 126.51 -
Revenue 99.96 91.06
Total 226.47 91.06
41 These financial statements have been prepared in the format prescribed by the revised Schedule III
(Division II) to the companies Act 2013. Previous period figures have been recasted/ restated to
confirm to the current period Figures. Current period figure have been rounded off to the nearest
Rupee in Lacs
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See Significant Accounting Policies & Notes 1-42 are an integral part of these financial statements. for and on behalf of M/s Devpura Navlakha & Co. Chartered Accountants FRN-121975W

(CA Pramodkumar Devpura)

Partner M.No. 033342

(Harsh Vora)

Managing Director DIN: 00149287

(Sushil Rawka) Director DIN: 00156990

Place: Indore Date: 23.05.2023

(Rajesh Sen) (Rajesh Songirkar) Company Secretary Chief Financial Officer FCS: 7689

120

Note No. : 4.1 Trade Receivables ageing schedule:

FY 2022-23

(Rs. in Lacs)

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Particulars Outstanding for following periods from due date of payment
Less then 6 More then 6 1-2 Years 2-3 Years More then Total
Month Month 3 Years
(i) Undisputed Trade Receivables-
Considered Goods 2,590.51 54.54 18.19 34.00 66.79 2,764.03
(ii) Undisputed Trade Receivables-
Considered Doubtful
(iii) Disputed Trade Receivables-
Considered Goods - - - - 50.99 50.99
(iv) Disputed Trade Receivables-
Considered Doubtful
Total 2,590.51 54.54 18.19 34.00 117.78 2,815.02
FY 2021-22
Particulars Outstanding for following periods from due date of payment
Less then 6 More then 6 1-2 Years 2-3 Years More then Total
Month Month 3 Years
(i) Undisputed Trade Receivables-
Considered Goods 1,631.04 12.34 50.17 13.89 63.39 1,770.81
(ii) Undisputed Trade Receivables-
Considered Doubtful
(iii) Disputed Trade Receivables-
Considered Goods - - 0.90 - 51.97 52.87
(iv) Disputed Trade Receivables-
Considered Doubtful
Total 1,631.04 12.34 51.07 13.89 115.36 1,823.69
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Note No : 17.2 Trade Payables ageing schedule: (Amount in Rs.) FY 2022-23

Particulars (i) MSME (ii) Others (iii) Disputed due - MSME (iii) Disputed due - Others Total	Less Then 1 Years 1-2 Years 2-3 Years More then 3 Years Total 2,065.10 - - - 2,065.10 2,065.10 - - - 2,065.10 Outstanding for following periods from due date of payment

FY 2021-22

Particulars (i) MSME (ii) Others (iii) Disputed due - MSME (iii) Disputed due - Others Total	Less Then 1 Years 1-2 Years 2-3 Years More then 3 Years Total 1184.18 9.49 3.53 5.61 1,202.81 1,184.18 9.49 3.53 5.61 1,202.81 - ######## - 11,76,04,362 - - Outstanding for following periods from due date of payment

121

D & H INDIA LIMITED Notes to Consolidated Financial Statements for the year ended 31st March, 2023

Note 42 : Additional Regulatory Information

S.No.
(i)
(ii)
(iii)
(iv)
(v)
(ix)

Response
NA
NA
NA
NA
NA
NA
S.No.
(a)
(b)
(c )
(d)
(e)
(f)
(g)
Particulars
Title deeds of Immovable Properties not held in name of the Company The company
shall provide the details of all the immovable properties (other than properties
where the Company is the lessee and the lease agreements are duly executed in
favour of the lessee) whose title deeds are not held in the name of the company in
following format and where such immovable property is jointly held with others,
details are required to be given to the extent of the company's share.
Whether the fair value of investment property (as measured for disclosure purposes
in the financial statements) is based on the valuation by a registered valuer as
defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
Where the Company has revalued its Property, Plant and Equipment (including Right-
of-Use Assets), the company shall disclose as to whether the revaluation is based on
the valuation by a registered valuer as defined under rule 2 of Companies
(Registered Valuers and Valuation) Rules, 2017.
Where the company has revalued its intangible assets, the company shall disclose
as to whether the revaluation is based on the valuation by a registered valuer as
defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017.
The following disclosures shall be made where Loans or Advances in the nature of
loans are granted to promoters, directors, KMPs and the related parties (as defined
under Companies Act, 2013), either severally or jointly with any other person, that
are:
(a) repayable on demand; or
(b) without specifying any terms or period of repayment:
Type of Borrower
Amount of loan or
Percentage of the
Promoter
Directors
KMPs
Related parties
Details of Benami Property held
Comments
Particulars
Details of such property
Amount thereof
Details of Beneficiaries
If Property is in the books, then reference to the item
in the balancesheet
If Property is in the books, then the fact shall be
stated
Where there are proceedings against the company
under this law as an abetter of the transaction or as
the transferor then the details shall be provided,
Nature of proceedings, status of same and company’s
view on same.

122

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where the Company has borrowings from banks or financial institutions on the basis
(x) YES
of security of current assets, it shall disclose the following
whether quarterly returns or statements of current assets filed
(a) by the Company with banks or financial institutions are in Yes
agreement with the books of accounts.
if not, summary of reconciliation and reasons of material
(b) NA
discrepancies, if any to be adequately disclosed.
Where a company is a declared wilful defaulter by any bank or financial Institution
(xi) NO
or other lender, following details shall be given:
(a) Date of declaration as wilful defaulter,
(b) Details of defaults (amount and nature of
(xii) Relationship with struck off Companies NO
Where the company has any transactions with companies struck off under section
248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,
(xiii) Registration of charges or satisfaction with Registrar of Companies (ROC) NO
Where any charges or satisfaction yet to be registered with ROC beyond the
statutory period, details and reasons thereof shall be disclosed.
(xiv) Compliance with number of layers of companies
Where the company has not complied with the number of layers prescribed under
clause (87) of section 2 of the Act read with the Companies (Restriction on number
of Layers) Rules, 2017, the name and CIN of the companies beyond the specified NA
layers and the relationship or extent of holding of the company in such downstream
companies shall be disclosed.
(xvi) Compliance with approved Scheme(s) of Arrangements
Where any Scheme of Arrangements has been approved by the Competent
Authority in terms of sections 230 to 237 of the Companies Act, 2013, the Company
shall disclose that the effect of such Scheme of Arrangements have been accounted
for in the books of account of the Company ‘in accordance with the Scheme’ and ‘in
accordance with accounting standards’ and deviation in this regard shall be
explained. NA
(xvii) Utilisation of Borrowed funds and share premium:
(A) Where company has advanced or loaned or invested funds (either borrowed
funds or share premium or any other sources or kind of funds) to any other
person(s) or entity(ies), includingforeign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary
shall NA
(i) directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf
of the Ultimate Beneficiaries;
The company shall disclose the following:-
(I) date and amount of fund advanced or loaned or invested in
Intermediaries with complete details of each Intermediary.
(II) date and amount of fund further advanced or loaned or invested by
such Intermediaries to other intermediaries or Ultimate Beneficiaries
alongwith complete details of the ultimate beneficiaries.
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123

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(III) date and amount of guarantee, security or the like provided to or on
behalf of the Ultimate Beneficiaries
(IV) declaration that relevant provisions of the Foreign Exchange
Management Act, 1999 (42 of 1999) and Companies Act has been
complied with for such transactions and the transactions are not violative
of the Prevention of Money-Laundering act, 2002 (15 of 2003).;
(B) Where a company has received any fund from any person(s) or entity(ies),
including foreign entities (Funding Party) with the understanding (whether recorded
in writing or otherwise) that the company shall NA
(i) directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries, the company shall disclose the following:-
(I) date and amount of fund advanced or loaned or invested in
Intermediaries with complete details of each Intermediary.
(II) date and amount of fund further advanced or loaned or invested by
such Intermediaries to other intermediaries or Ultimate Beneficiaries
alongwith complete details of the ultimate beneficiaries.
(III) date and amount of guarantee, security or the like provided to or on
behalf of the Ultimate Beneficiaries
(IV) declaration that relevant provisions of the Foreign Exchange
Management Act, 1999 (42 of 1999) and Companies Act has been
complied with for such transactions and the transactions are not violative
of the Prevention of Money-Laundering act, 2002 (15 of 2003).;
The Company has not traded or invested in Crypto currency or Virtual
Currency during the financial year.
The Company does not any transactions which are not recorded in the
books of accounts that have been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income
Tax Act, 1961)
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124

AI assistant

D & H India Limited — Annual Report 2023

61755_rns_2023-09-05_7cc8b1cc-2af1-424e-a2f4-90fd8aebb0e9.pdf

ANNUAL REPORT 2022-2023

INDEX

BOARD OF DIRECTORS

INTERNAL AUDITORS:

BANKERS:

REGISTERED OFFICE:

ADMINISTRATIVE OFFICE CUM WORKS:

OTHER WORKS / PLANTS:

SHARE TRANSFER AGENT:

STOCK EXCHANGE:

NOTICE

ORDINARY BUSINESSES :

SPECIAL BUSINESS:

3. To confirm the revision in remuneration of Mr. Saurabh Vora, (DIN 02750484) Whole-Time Director:

1. Remuneration: Gross Salary & Perquisites: Maximum upto Rs. 10,00,000/- p.m.

2. Other exempted benefits:

3. Facilities:

4. Minimum Remuneration

5. Other Terms and Conditions:

2. Other exempted benefits:

3. Facilities:

4. Minimum Remuneration:

5. Other Terms and Conditions:

- Step 2: Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

BRIEF PROFILE OF THE DIRECTOR SEEKING RE-APPOINTMENT AT THE ENSUING

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 3:

ITEM NO. 4:

ITEM NO. 5:

2. Other exempted benefits :

3. Facilities:

4. Minimum Remuneration

ITEM NO. 6:

2. Other exempted benefits :

3. Facilities :

4. Minimum Remuneration

Common disclosure As per the provisions of the Schedule V to the Companies Act, 2013 in respect of Mr. Saurabh Vora and Mr. Harsh Vora for revision of remuneration and re-appointment as the Whole-time Director and Managing Director respectively as per Item No.3 to 6 of the Notice:

I. General Information :

II. Information about the appointee:

III. Other information:

Item No. 7:

Item No. 8:

BOARD’S REPORT

To THE MEMBERS OF D & H INDIA LIMITED

1. Highlights of Performance

2. Financial Results

Review of Operations /State of Affairs:

3. Dividend

4. Share Capital

5. Transfer of profits to reserves

6. Finance

7. Public Deposits

Statement containing salient features of financial information of the Subsidiary Company and

Associate

9. Director & Key Managerial Personnel’s: Board Independence

Declaration of independence by the Independent Directors

Independent Directors seeking re-appointment

Executive Directors seeking re-appointment

Directors liable to retire by rotation seeking re-appointment

Key Managerial Personnel

10. Remuneration and Nomination Policy

11. Board Meeting and Committees of the Board:

11.1 Number of meetings of the Board:

11.2 Committees of the Board

12. Particulars of Loans, Guarantees or Investments by Company

13. Whistle Blower Policy/ Vigil Mechanism

14. Transfer of Amounts to Investor Education and Protection Fund

15. Energy Conservation, Technology Absorption and Foreign Exchanges Earnings and Outgo

16. Particulars of Remuneration of Employees

17. Risk Management & Internal Financial Control and Its Adequacy

18. Annual evaluation by the Board

19. Director's Responsibility Statement

Statutory Auditors Appointment and their Report

Cost Records and Auditors Appointment and their Report

Secretarial Auditors Appointment and their Report

Secretarial Auditor Comment/Observation Board of Directors comments

D & H India Limited Annual Report 2023