The Board of Directors has the pleasure in presenting the 38th Annual Report and
Audited Financial Statements for the Financial Year ended March 31, 2023, together with
the Independent Auditors' Report.
FINANCIAL RESULTS
Your Company has achieved the highest Revenue from Operations of Rs. 2,524.1 Million
for the year 2022-23 with an increase of 1.9 % over previous year 2021-22 despite the
market slowdown, recessionary trend, heightened inflation, geographical uncertainty and
the factory consolidation activities carried out during the year. Profit After Tax for the
year however, decreased by 24.1% to Rs. 284.2 Million from the previous year due to
one-time expenditure incurred on factory consolidation and relocation activities, rise in
input costs due to high inflation prevailing in the economy and increase in various other
cost. The year was marked as a year of consolidation.
Summarized financial results for the year are given below.
|
|
(Rs. Million) |
Description |
2022-23 |
2021-22 |
Revenue from Operations(net) |
2,524.1 |
2,476.7 |
Profit before depreciation, tax & finance cost |
433.8 |
544.5 |
Less: Depreciation |
43.1 |
33.4 |
Less: Finance Cost |
6.3 |
7.8 |
Less: Tax Expenses (including deferred tax) |
100.2 |
128.9 |
Profit After Tax |
284.2 |
374.4 |
Add: Other Comprehensive income |
(3.3) |
1.0 |
Total Comprehensive income for the year, net of tax |
280.9 |
375.4 |
Add: Balance in Profit & Loss account brought forward from previous year |
1,987.1 |
1,844.3 |
Profit Available for Appropriation |
2,268.0 |
2,219.7 |
Appropriation: |
|
|
Interim Dividend declared for the year |
145.4 |
218.1 |
Final Dividend (proposed) |
14.5 |
14.5 |
Balance in Profit & Loss Account |
2,108.1 |
1,987.1 |
Earnings Per Share (Rs) |
195.43 |
257.46 |
Market price per share as on March 31 (Rs) |
7,926.9 |
6,240.0 |
PERFORMANCE OF THE Company
The best ever revenue from operations for the Financial Year 2022-23 of Rs 2,524.1
Million was achieved driven by a strong order backlog at the beginning of the year,
increased exports and exploring new markets. This excellent milestone was achieved in a
very uncertain environment, continued operational challenges, delays in supply chain and
the expansion work carried out in Tumkur manufacturing facility to build the factory of
the future. The Company's focus during the year continued to overcome supply chain delays,
contain inflationary pressures, control discretionary expenses and conservation of cash.
The Company has expanded its sales and market activities in overseas market in Middle
east, Africa and CIS countries.
The Company was able to mitigate the impact of rises in input materials and increase in
logistics costs to some extent through increases in selling price, advanced buying
strategy and increases in aftermarket parts revenue.
The employees of the Company have shown exemplary commitment to overcome the economic
uncertainties and business challenges prevailing in the economies.
The ups and downs in the automotive sector during the year with challenging numbers on
cars, two wheelers and HCV segments led to deceleration of growth seen in the last fiscal.
However, the infrastructure industries showed a progressive trend in segments like
Railways, Renewable Energy, Steel, Cement, Airports, Ports and Exports. Broadly, the
industrial segment even now is better poised for growth than the automotive segment.
In this scenario, the Company has maintained its market share in key businesses.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the Financial
Year.
DIVIDEND
Considering the dividend track record of the Company and based on the Company's
performance during the current Year 2022-23, the Board of Directors had declared an
Interim Dividend of Rs 100/- per Equity Share (1000%) totaling to Rs.145.42 Million, which
was paid on March 8, 2023. Consistent with the past years, the Directors have recommended
a Final Dividend of Rs. 10/- per Equity Share of Rs. 10/- each (i.e., 100%), amounting to
Rs. 14.5 Million, subject to approval by the shareholders. Total of the interim and final
dividends paid /to be paid by the Company, if the final dividend is approved by the
shareholders, works out to Rs. 159.92 Million at 56.27% of payout from the profit after
tax for the year.
As provided in the Finance Act 2020, from the Financial Year 2020-21 and onwards
dividend is being taxed in the hands of recipients. Information about taxation of dividend
is included in AGM Notice.
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the Dividend
Distribution Policy duly approved by the Board is available on the website of the Company
at https://www.disagroup.com/en- in/investor-relations/disa-india-ltd/policies
RESERVE
The Company has not proposed to transfer any amount to the general reserve.
SHARE CAPITAL
The Authorized Equity Share Capital of your Company is Rs. 50 Million. The Issued,
Subscribed and Paid-up Equity Share Capital of your Company as on March 31, 2023 stood at
Rs. 14.5 Million.
During the year under review, your Company has not issued any shares with differential
voting rights nor granted Stock Options or Sweat Equity. The Company has also not bought
back any of its shares during the year under review. As on March 31, 2023, no Directors
held shares or convertible instruments of the Company except the Managing Director who
held 1 (one) Equity Share of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT ECONOMIC SCENARIO AND OUTLOOK
The global situation arising out of the continuing war in Ukraine, recession in the
western economies, extreme volatility in major foreign currencies has compounded the
uncertainties when we enter into the new financial year. Your Company is not immune to any
of these situations even though, our Company does not have a direct business exposure to
the war zone and not impacted by restrictions on both Russia and Belarus. The Company will
continue to watch these developments and their impact on its business quite rigorously.
Several rounds of increase in interest rates have impacted the pace of growth of the
capital goods sector and have delayed the capital expenditure cycle. There is
underutilization of existing capacities and liquidity continues to be an issue. However,
the Company has an inherent ability to take suitable measures to tide over these
environments and respond to the ever-changing external developments from time to time. The
Company has been in constant pursuit of exploring into new geographies, new applications
of its products and newer revenue streams including its Norican digital initiatives to
overcome such challenges in the long term.
INDUSTRY OUTLOOK AND OPPORTUNITIES
The outlook for the foundry industry remains stable as it plays a significant role in
the manufacturing sector and contributes to various industries such as automotive,
agriculture, infrastructure, railways & general engineering. The growth of Foundry
industry reflects on the domestic & global economic conditions. India produces
approximately 12.5 million ton of castings per annum and is positioned as a second highest
producer in the world after China followed by US in the 3rd position. In the last few
years cast production has witnessed an average growth rate of 4-5% in India.
The casting production growth rate indicates growth in automotive, infrastructure and
export markets which mainly fuel the demand in the industry. Automotive is one of the
major casting consumers and it has expanded capacities. Similarly, the infrastructure
spendings by the govt on smart cities, national infrastructure pipeline leads demand in
castings like manhole covers, pipe fittings, pumps, valves, etc. India has an inherent
advantage in the export markets due to cost and quality competitiveness. The alternate
production location as a part of China+1 policy also has added to the growth opportunity
in the foundry industry in India. Today, the Indian foundry industry serve the global
markets and major companies across US, Europe and South America. This has created the
demand for building new capacities in the foundry industry.
Foundry industry in India is investing across segments to build in new technology,
upgrade the existing set ups and playing big at a global level. This has been witnessed
across existing foundries and new investors venturing into the field, which is an
encouraging sign for the industry.
The foundry industry is witnessing advancements in technologies such as digital,
robotics and automation, which can improve productivity, reduce costs and enhance quality.
Adoption of these technologies can further strengthen the Indian foundry sector and enable
it to compete on a global scale. There is a growing focus on environmental sustainability
and compliance with emission norms in the foundry sector. Foundries are adopting cleaner
technologies and implementing measures to reduce energy consumption, minimize waste
generation and control pollution.
Like any other industry the foundry industry also faces some challenges. These include
access to finance, high interest rates, the need for continuous innovation and
upgradation, availability of skilled manpower and compliance with international quality
standards and regulations. However, with the right support and strategic initiatives, the
outlook for the foundry industry in India remains favorable.
Your Company is a major shareholder in these growth opportunities due to its unique
technological advantage, strong project management capabilities, digital and clear air
solutions, which has been built over a period of 4 decades in India.
Your Company is a preferred supplier in the foundry industry and has had more than half
of the industry share for many years. Our approach to the market is to present the
"FULL FOUNDRY" offer with a consultative approach to the customers. The unique
digital solutions from Norican such as Monetizer Discover & Monetizer Prescribe is
sooner getting acceptance with major players in the industry. Your Company has built the
capability to deploy the most modern foundry in the industry.
DISA India has always been the first mover in the industry with customer first approach
and started initiatives like uptime increase service contracts, set up the distributors
closer to the customer locations to service the parts requirements and partnered on
digital solutions. We continue to strive for better in future as well.
The GDP estimates for the Financial Year 2023-24 is less than 6%, though India is still
seen as the highest growing market in the world. The government spending on infrastructure
continue to run full stream. Divestment initiatives have been implemented to generate
funds to use for the infrastructure development programs. This would help your Company to
work for new applications across segments like Steel, Construction and Energy. Your
Company is also looking to support companies doing exports for establishing right quality
for their end products. Your Company also sees many export opportunities to the Middle
East, Turkey, Brazil and a few SubSaharan nations seeking to industrialize their
economies.
Although there are no visible signs of the 4th wave, the things could change quickly,
which may have a negative impact on the overall business environment like the last few
waves.
The Index of Industrial Production (IIP) and Purchasing Managers' Index (PMI) have
historically been good indicators for business sentiments in capital goods order intake.
Movements in IIP and PMI have been explained in the following charts.
MARKET DEVELOPMENT
Your Company has recovered well from the hugely uncertain environment impacted by the
Pandemic. But the threat of uncertainties, unfolded by the current geopolitical issues,
has hindered the market.
The Company's full foundry solution is more visible not only in India but also in
Middle East, where your Company is building a new foundry at Doha, Qatar with a new
customer. The Company has also exported a few machines to Turkish market with the help of
group Company in Denmark.
Norican digital offer to the market has been evaluated and the same is also getting
implemented in some of the flagship foundries in India, creating a stronger partnership
beyond equipment sales.
The Aftermarket distribution business has now 6 distributors across 9 warehouse
locations across all parts of the country near the key installation base - Ludhiana,
Manesar, Kolhapur, Pune, Jamshedpur, Coimbatore, Ahmedabad, Rajkot and Bangalore. The
Company has also waged a war against the pirate parts sellers, by conducting performance
trials and proving reduction on overall cost of operations for the end users.
Your Company has embarked upon the journey of SBTi (Science Based Targets initiative)
by signing the pledge along with the Parent, Norican Group to reduce carbon footprint.
There is an immense focus on the implementation of this initiative and to find out areas
of impact to start the process.
KEY RATIOS
As required by the Listing Regulations, the Company is required to furnish the details
of significant changes (i.e., change of 25% or more as compared to the immediate previous
Financial Year) in key financial ratios, along with detailed explanations for the changes.
The Company has identified the following ratios as Key financial ratios:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
Change % |
2022-23 |
2021-22 |
Change % |
Operation Profit Margin (EBITA) % |
11.3% |
16.5% |
(31.5%) |
11.6% |
16.6% |
(30.1%) |
Net Profit Margin % |
11.3% |
15.1% |
(25.1%) |
11.4% |
15.1% |
(24.5%) |
Debtor Turnover Ratio |
6.5 |
9.3 |
(30.1%) |
6.4 |
9.0 |
(28.9%) |
Inventory Turnover Ratio |
4.9 |
6.2 |
(21.0%) |
5.0 |
6.3 |
(20.6%) |
Interest Coverage Ratio |
62.0 |
65.5 |
(5.3%) |
64.9 |
67.5 |
(3.9%) |
Current Ratio |
2.2 |
24 |
(8.3%) |
2.2 |
2.3 |
(4.3%) |
Debt Equity Ratio |
0.01 |
0.02 |
50% |
0.01 |
0.02 |
50% |
Earnings Per Share (Rs) |
195.4 |
257 5 |
(24.1%) |
204.7 |
265.4 |
(22.9%) |
During the year, there were unfavorable changes in the above ratios. The decrease in
profit margin, was due to expenditure incurred on factory expansion, consolidation &
relocation activities, rise in input cost and various other costs, due to high inflation.
Debtors turnover was impacted due to increase in Debtors at the year end on export
sales received subsequently. Decrease in inventory turnover ratio is due to increase in
average inventory due to higher order backlog.
The details of return on net worth at standalone and consolidated levels are given
below:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
Change % |
2022-23 |
2021-22 |
Change % |
Return on Net Worth % |
13.4% |
18.6% |
(28.0%) |
13.7% |
18.7% |
(26.7%) |
Return on net worth is computed by dividing the net profit by year end net worth.
Decrease in Net profit during the year has decreased the return on net worth.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to comply with Corporate Social Responsibility (CSR) as a
good corporate citizen. The Directors are pleased to report that your Company is pursuing
its efforts to support the community circles in which it operates. The Company's
CSR program titled "NORICAN Scholarship" has helped in providing financial
assistance to less privileged students up to standard twelve as well to students seeking
diplomas in Engineering.
"NORICAN Scholarship" program has made scholarships available to students in
eight educational institutions in the neighborhood of your Company's plants situated at
Tumkur and Hosakote in Bengaluru. During the Financial Year, scholarships were provided to
513 needy students. Directors have the pleasure to report that your
Company has provided scholarships to 3311 students since inception. In addition, your
Company has invested in infrastructure development for the schools to provide drinking
water, teaching aids and sanitation. Your Company has also extended scholarships to 50
meritorious Engineering students through an NGO 'Foundation for Excellence India Trust'
and since inception 492 students have been given the scholarships.
The Company has partnered with National Institute of Advanced Manufacturing Technology
(NIAMT) [Formerly National Institute of
Foundry and Forge Technology (NIFFT)], Ranchi and put in place a scholarship in the
name of "Jan Johansen DISAMATIC Scholarship" to provide scholarship to 5 top
meritorious students every year to create Industry Academia interface to create future
foundry men. During the year, the Company has spent Rs. 0.4 Million towards this
scholarship.
The Company has during the year partnered with the 'That's Eco Foundation' (Registered
Trust), Bangalore for plantation of 1000 saplings during the year. Focus is on forest and
sustainable greening using the options such as wetland, Miyawaki forest (technique
pioneered by Japanese botanist Akira Miyawaki, which helps in growing dense, native
forests), traditional forest, grassland ecology for plantation.
The Company's policy on Corporate Social Responsibility and CSR projects pursued by the
Company are available on the website of the Company at
https://www.disagroup.com/gn-in/investor-rglations/ disa-india-ltd/policies
The Composition of CSR Committee, details of the amounts spent during the current
Financial Year and the manner in which it was spent are provided in Annexure - A.
RISK MANAGEMENT
The Company has constituted a Risk Management Committee comprising three Directors,
Managing Director and the Chief Financial Officer. The Committee met two times during the
year. This Committee shoulders the responsibility of monitoring and reviewing the risk
management plan and periodical review of the Risk Management Policy and appraise the Board
about risk assessment and mitigation procedure. It also undertakes to ensure that
Executive Management controls risks by means of properly designed risk management
framework.
All the insurable assets of the Company are deemed to have been adequately insured.
Risk Management Policy is hosted on the Company's website at
https://www.disagroup.com/gn-in/invgstor-rglations/disa-india-ltd/ policies
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has formulated a Whistle Blower Policy for vigil mechanism which is
available in the website of the Company at
https://www.disagroup.com/gn-in/invgstor-rglations/disa-india-ltd/ policies. Complaints
raised, if any, are dealt with as per this policy. No complaints have been received during
the year 2022-23.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
There has been no change in the constitution of Board during the year under review.
None of the Directors is disqualified from being appointed as such under the provision of
Section 164 of the Companies Act, 2013.
In terms of the provisions of the Companies Act, 2013, and the Articles of Association
of the Company, Mr. Anders Wilhjelm, Director, retires at the forthcoming Annual General
Meeting and being eligible, offers himself for re-appointment.
The Board of Directors at its meeting held on May 25, 2023 on the recommendation of the
Nomination and the Remuneration Committee approved re-appointment of Mr. Lokesh Saxena as
Managing Director of the Company for another term of three years from June 21, 2023 to
June 20, 2026, as per the terms and conditions and the remuneration as set out in the AGM
Notice, subject to the approval of the shareholders.
The Independent Directors, Ms. Deepa Hingorani and Mr. Bhagya Chandra Rao have
maintained the highest standards of integrity in their dealings with the Company. They
also possess the requisite expertise and experience (including Proficiency) necessary for
acting as Independent Directors of the Company. Annual Declarations received from both for
the year 2022-23 contain affirmations regarding registrations in the data bank.
The Company has three Key Managerial Persons (KMP), Mr. Lokesh Saxena, Managing
Director, Mr. Amar Nath Mohanty, Chief Financial officer and Ms. Shrithee M S, Company
Secretary & Compliance Officer. Mr. G. Prasanna Bairy, Company Secretary &
Compliance Officer resigned from the office at close of business hours on November 11,
2022 and Ms. Shrithee M S has been appointed as the Company Secretary & Compliance
Officer on November 22, 2022.
The Remuneration Policy of the Company for appointment and remuneration of the
Directors, Key Managerial Personnel and Senior Executives of the Company and other related
information have been provided in the Corporate Governance Report which forms part of this
report.
Policy on appointment and remuneration of Directors and KMPs is available in the
website of the Company at https://www.disagroup.
com/gn-in/invgstor-rglations/disa-india-ltd/policigs
INDEPENDENT DIRECTORS
Declarations under Section 149(7) of the Companies Act, 2013 have been received from
all the Independent Directors of the Company confirming that they meet the criteria of
independence as provided in Sub-Section 6 of Section 149 of the said Act and as per the
Listing Regulations.
The Board has evaluated the Independent Directors and confirms that Ms. Deepa Hingorani
and Mr. Bhagya Chandra Rao have fulfilled the independence criteria as specified in the
Listing Regulations and their independence from the management.
Details on terms of appointment of Independent Directors and the familiarization
program have been displayed on website of the Company at
https://www.disagroup.com/gn-in/invgstor-rglations/ disa-india-ltd/policies
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year, five (5) Meetings of the Board of Directors were held, as
per the Companies Act, 2013 and the Listing Regulations. The details of the Meetings are
furnished in the Corporate Governance Report.
The Meetings of the Board are held at regular intervals with a time gap of not more
than 120 days between two consecutive Meetings. The Agenda of the Meetings were circulated
to Directors in advance.
Minutes of the Meetings of the Board of Directors were circulated amongst the Directors
for their perusal.
BOARD EVALUATION
Pursuant to the requirements of the Companies Act, 2013 and the Listing Regulations,
the Board of Directors has carried out an annual evaluation of its own performance, its
Committees and of individual Directors.
Further, the Independent Directors, at their exclusive Meeting held on January 30,
2023, reviewed the performance of the Board, its Chairman and Non-Independent Directors
and other items as stipulated under the Listing Regulations. The Independent Directors
have also declared their independence. The Nomination and Remuneration Committee has
reviewed the existing criteria for evaluation of performance of the Independent Directors
and the Board and reviewed the existing policy of remuneration of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
Board hereby submits its responsibility Statement: -
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the Financial Year and of
the profit and loss of the Company for that year;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL
Your Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. Internal Controls in the Company have been designed to
further the interest of all its stakeholders by providing an environment which is
facilitative to conduct its operations and to take care of, inter alia, financial
and operational risks with emphasis on integrity and ethics as a part of work culture.
The scope and authority of the Internal Audit (IA) is defined every year by the Audit
Committee. To maintain its objectivity and independence, the Internal Auditors report to
Chairman of the Audit Committee and the Board. The Internal Auditors monitor and evaluate
the efficacy and adequacy of internal control system in the Company and its compliance
with accounting procedures, financial reporting and policies at all locations of the
Company.
Based on the report of internal audit, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Any significant audit
observations and corrective actions thereon are presented to the Audit Committee and the
Board. No major internal control weakness was identified during the year. The Company also
has a well-functioning Whistle Blower Policy in place.
The Board has appointed Protiviti India Member Private Limited to continue as the
Internal Auditors of your Company for the Financial Year 2023-24.
DEPOSITS
Your Company has neither accepted nor renewed any Deposits from the public within the
meaning of the Companies Act, 2013, and hence, no amount of principal or interest was
outstanding on the date of the Balance Sheet and also on the date of this Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has one Wholly Owned Subsidiary "Bhadra Castalloy Private
Limited".
The performance of Subsidiary during the Financial Year 2022-23, being the seventh year
of operations, has been quite satisfactory. The Audited Financial Results of the Wholly
Owned Subsidiary for the Financial Year ended March 31, 2023, are consolidated with the
Financial Results of the Company for the Financial Year. Revenue from operations and
Profit after tax of the Subsidiary Company were Rs. 123.3 Million and Rs. 13.5 Million
respectively. Revenue from operations for the year was 15.7% higher and Profit after tax
was 17.4% higher as compared to previous year.
Consolidated Revenue from Operations of the Company for the year was Rs. 2,619.0
Million as against Rs. 2,560.7 Million in the previous year, with an increase of 2.3%.
A statement relating to Subsidiary Company in Annexure - B in Form AOC-1 is part
of this report.
Your Company did not have any Joint Venture or Associate Company at the end of the
Financial Year.
RELATED PARTY TRANSACTIONS
All Related Party Transactions which were entered into, during the Financial Year were
in the ordinary course of business, on arm's length basis and were as per prior omnibus
approvals of the Audit Committee; where needed. The Company has obtained post facto
approvals of the Audit Committee. There are no materially significant Related Party
Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the
Company at large.
All the Related Party Transactions were placed before the Audit Committee as well as
the Board for approval. Prior omnibus approval of the Audit Committee was obtained on an
yearly basis for the transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted are reviewed and a
statement giving details of all Related Party Transactions is placed before the Audit
Committee and the Board of Directors for their noting/approval on quarterly basis. The
details of all Related Party Transactions are disclosed in the SI. No. 44 of the Notes
forming part of the Financial Statements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
Form for disclosure of particulars of contracts/arrangements entered into by the
Company with related parties are given in Annexure - C in Form AOC-2 is part of
this report.
The Policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website and the details of all the Related Party Transactions are disclosed in
the financials. The Policy is available on the website of the Company at
https://www.disagroup. com/gn-in/investor-relations/disa-india-ltd/policies
GROUP COMPANIES
Persons constituting Group coming within the definition of "Group" as defined
in the Competition Act, 2002 includes the following:
Name of Subsidiary |
Country |
Norican A/S |
Denmark |
Norican Global A/S |
Denmark |
Norican Group ApS |
Denmark |
Norican Holdings ApS |
Denmark |
DISA Holding A/S |
Denmark |
DISA Holding II A/S |
Denmark |
DISA Industries A/S |
Denmark |
WGH Holding Corp. |
British Virgin Islands |
Wheelabrator Group (Canada) ULC |
Canada |
DISA (Changzhou) Machinery Ltd. |
China |
Italpresse Industrie (Shanghai) Co. Ltd. |
China |
Kunshan Italpresse Die-casting Equipment Co., Ltd |
China |
StrikoWestofen Thermal Equipment (Taicang) Co. Ltd. |
China |
Matrasur Composites SAS |
France |
Wheelabrator Group SAS |
France |
Walther Trowal S.a.r.l |
France |
Wheelabrator Group GmbH |
Germany |
Wheelabrator Group Holding GmbH |
Germany |
Wheelabrator-Berger Stiftung GmbH |
Germany |
OT Oberflachentechnik Maschinen und Werkzeuge Handels GmbH |
Germany |
DISA Industrieanlagen GmbH |
Germany |
Wheelabrator OFT GmbH |
Germany |
Nolten GmbH |
Germany |
LMCS Group Holding GmbH |
Germany |
Light Metal Casting Solutions Group GmbH |
Germany |
SWO Holding GmbH |
Germany |
Light Metal Casting Equipment GmbH |
Germany |
StrikoWestofen GmbH |
Germany |
DISA Limited |
Hong Kong |
Name of Subsidiary |
Country |
DISA India Limited |
India |
DISA Technologies Private Ltd. |
India |
Bhadra Castalloy Private Limited |
India |
Italpresse Gauss S.p.A. |
Italy |
DISA K.K. |
Japan |
WG Plus de Mexico S de RL de CV |
Mexico |
WG Plus Servicios S de RL de CV |
Mexico |
StrikoWestofen de Mexico, S.A. de C.V |
Mexico |
IP Mexico Die Casting S.A. de C.V. |
Mexico |
Wheelabrator Schlick Sp. Z.o.o. |
Poland |
SWO Polska Sp. Z.o.o. |
Poland |
Wheelabrator Group SLU |
Spain |
DISA Industrie AG |
Switzerland |
DISA Holding AG |
Switzerland |
Blast Cleaning Techniques Ltd |
United Kingdom |
Castalloy Europe Ltd |
United Kingdom |
WGH UK Holdings Limited |
United Kingdom |
WGH UK Ltd. |
United Kingdom |
Wheelabrator Technologies (UK) Ltd. |
United Kingdom |
Wheelabrator Group Ltd. |
United Kingdom |
Abrasive Developments Ltd |
United Kingdom |
Spencer & Halstead Ltd |
United Kingdom |
Impact Finishers Ltd. United Kingdom 100% Dormant |
United Kingdom |
Vacu-Blast International |
United Kingdom |
DISA Industries Inc. |
United States |
WG Global LLC |
United States |
DISA Holding LLC |
United States |
Wheelabrator Group Inc. |
United States |
Castalloy Inc |
United States |
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MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE Company,
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material changes and commitments between the end of the Financial Year
and the date of the report, which affects the financial position of the Company.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, OR SECURITY PROVIDED BY
THE Company
Your Company has made an investment of Rs. 44 Million in the Equity Share Capital of
its Wholly Owned Subsidiary Company, Bhadra Castalloy Private Limited during the year
2015-16. It has extended interest-bearing interCompany demand loan of Rs. 26 Million in
the year 2016-17 in the year for the purpose of financing the purchase considerations paid
for acquisition of the foundry by the Subsidiary. Bhadra Castalloy Private Limited repaid
to the Company one portion of the loan of Rs. 8.5 Million in the year 2022-23 out of its
internal resources. The Company had also given a Corporate Guarantee of Rs. 35 Million to
Kotak Mahindra Bank on behalf of its subsidiary for providing banking facilities. The
above Investment in equity, loan extended and guarantees given are well within the limits
prescribed under the provisions of Section 186 of the Companies Act, 2013.
STATUTORY AUDITORS
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, the Company, had appointed Messrs. Deloitte
Haskins & Sells LLP, Chartered Accountants (Firm Registration Number. 008072S) as the
Statutory Auditors of the Company at the 28th Annual General Meeting held on May 16, 2013
and were reappointed at the 33rd Annual General Meeting to hold office from the conclusion
of the said meeting till the conclusion of the 38th Annual General Meeting.
Messrs. Deloitte Haskins & Sells LLP will complete their term of ten years at the
conclusion of the ensuing 38th Annual General Meeting after completing the second and
final term of 5 years up to Financial year 2022-23. Messrs. Deloitte Haskins & Sells
would cease to be the statutory auditors of the Company.
Messrs. Deloitte Haskins and Sells, have confirmed that they satisfy the independence
criteria as per Companies Act, 2013 and Code of ethics issued by the Institute of
Chartered Accountants of India for the year 2022-23.
The Company had initiated actions to appoint new Statutory Auditors of the Company to
take effect from the current financial year 202324. The Company has gone through the due
process of selection and appointment of the new Statutory Auditors of the Company. It was
proposed to appoint Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants
(Firm Registration No. 101049W/E300004) as the Statutory Auditors of the Company from the
close of the 38th Annual General Meeting to be held on August 10, 2023 subject to the
approval of the Shareholders.
Messrs. S.R. Batliboi & Associates LLP, have confirmed that they satisfy the
independence criteria as per Companies Act, 2013 and Code of ethics issued by the
Institute of Chartered Accountants of India.
The Board of Directors has, based on the recommendation of the Audit Committee and
subject to approval of the Shareholders, appointed Messrs. S.R. Batliboi & Associates
LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as Statutory Auditors
of the Company for a term of five (5) years from the financial year 2023-24 to 2027-2028
to hold office from the conclusion of the 38th AGM till the conclusion of the 43rd AGM.
Messrs. S.R. Batliboi & Associates LLP have given their consent to act as the
Auditors of the Company and have confirmed that their appointment, if made, will be within
the limit specified under sections 139 and 141 of the Act. They have also confirmed that
they are not disqualified to be appointed as statutory auditors in terms of the provisions
of the Section 141 of the Act and the provisions of the Companies (Audit and Auditors)
Rules, 2014.
Accordingly, resolution for the appointment of Messrs. S.R. Batliboi & Associates
LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) will form part of the
notice convening the 38th AGM.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost records maintained by the Company in
respect of its activity are required to be audited. Your Board has, in its Meeting held on
May 25, 2022, based on the recommendation of the Audit Committee, appointed Messrs. Rao,
Murthy & Associates, Bengaluru as Cost Auditors of the Company for the Financial Year
ended March 31, 2023.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Vijayakrishna KT, Practising Company Secretary to undertake the
Secretarial Audit of the Company for the Financial Year ended March 31, 2023. The Report
of the Secretarial Auditor is annexed in Annexure - D.
EXPLANATION BY BOARD ON ADVERSE COMMENTS BY AUDITORS
There were no adverse comments by the Auditors of the Company and hence, no
explanations are provided.
REPORTING OF FRAUDS
During the year under review, the Statutory Auditor, Cost Auditor and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee and / or Board under section 143(12) of the Act.
CORPORATE GOVERNANCE
As required under Regulation 34 (3) read with Schedule V (C) of the Listing
Regulations, a report on Corporate Governance and the certificate as required under
Schedule V (E) of the Listing Regulations from Mr. Vijayakrishna KT, Practising Company
Secretary, regarding compliance of conditions of Corporate Governance are given in Annexure
- E and Annexure - F respectively, forming part of this report.
As required by the Listing Regulations, 'Annual Secretarial Compliance Report' issued
by Mr. Vijayakrishna KT, Practising Company Secretary for the Financial Year ended March
31, 2023 will be filed with BSE within the due date of May 30, 2023.
Further, in compliance with the Listing Regulations, your Board has adhered to the
Corporate Governance Code. All the requisite Committees are functioning in line with the
guidelines.
As reported earlier, a reputed firm of independent Chartered Accountants has been
carrying out the responsibilities of Internal Audit of the Company and periodically
reporting their findings on systems, procedures and management practices.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The 'Business Responsibility and Sustainability Report' (BRSR) of your Company for the
Financial Year ended March 31, 2023 as given in Annexure - G forms part of this
Annual Report as required under Regulation 34(2)^) of the Listing Regulations.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS
Industrial relations have been cordial and constructive, which have helped your Company
to achieve production targets. The Company's three-year long-term agreement with the
workmen has been renewed with another three-year long-term agreement effective from
October 01, 2021 to September 30, 2024.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section i34(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014 is attached as Annexure - H which forms part of
this Report.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and the Companies (Management and
Administration) Rules, 2014, a copy of the annual return is placed on the website of the
Company at https:// www.disagroup.com/gn-in/investor-rglations/financial-rgports/
extract-of-annual-return
MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNALS IMPACTING GOING CONCERN
STATUS OF Company
There were no orders passed by any Court or Regulator or Tribunal during the year under
review which impacts the going concern status of the Company.
REMUNERATION POLICY
The Nomination and Remuneration Policy, inter-alia, provides for criteria and
qualifications for appointment of Director, Key Managerial Personnel and Senior
Management, Board diversity, remuneration to Directors, Key Managerial Personnel, etc. The
policy can be accessed at the following link: https://www.disagroup.com/en-in/investor-
relations/disa-india-ltd/policies
PARTICULARS OF EMPLOYEES
During the year, there were two employees who received remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs Only) per annum and/or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand Only) per month. The details are as under:
Name of the employee |
Designation |
Remuneration (Rs. Millions) |
Mr. Lokesh Saxena |
Managing Director |
19.31 |
Mr. Amar Nath Mohanty |
Chief Financial Officer |
12.99 |
There were no employees posted and working in a country outside India, not being
Directors or relatives, drawing more than the amount prescribed under the Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, the
details are not required to be circulated to the Members and also not required to be
attached to this Annual Report.
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate Annexure - I forming part of this report.
Further, the report and the accounts are being sent to the Members excluding the
particulars of top ten employees. In terms of Section 136 of the Act, particulars of top
ten employees is open for electronic inspection at the Registered Office of the Company.
Any Member interested in obtaining a copy of the same may write to the Company Secretary.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a Gender-Neutral Policy on Zero Tolerance towards Sexual
Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy.
The following is a summary of sexual harassment complaints received and disposed off
during the Financial Year 2022-23.
No of complaints received: Nil.
No of complaints disposed off: Nil.
OTHER DISCLOSURES
a) Your Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India during the year.
b) There are no proceedings initiated/pending against your Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
c) The Company has not made any one-time settlement for loans taken from the Banks or
Financial Institutions.
ACKNOWLEDGEMENT
Your Directors place on record the appreciation for valuable contribution made by
employees at all levels, active support and encouragement received from the Government of
India, the Government of Karnataka, Company's Bankers, Customers, Principals, Business
Associates and other Acquaintances.
Your Directors recognize the continued support extended by all the Shareholders and
gratefully acknowledge with a firm belief that the support and trust will continue in the
future also.
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For and on behalf of the Board of Directors |
Date: May 25, 2023 |
Deepa Hingorani |
Place: Bengaluru |
Chairperson |
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DIN: 00206310 |
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