As on: May 03, 2024 06:21 AM
To,
The Members,
Your Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2022.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The Standalone financial statements for the year ended March 31, 2022 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.
Financial Summary as under:
[Amount in Lakhs.]
For the financial year 2021-2022, your Company recorded consolidated net revenue of Rs. 981.02 Lakhs as against 231.31 lakhs in the previous year and thereby recorded growth of 324.11% in the net sales. The key growth driver during the year was mainly due to removal of travel restrictions removed various countries over the globe.
2. DIVIDEND
Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report.
3. RESERVES AND SURPLUS
The balance of Profit & Loss statement amounting to Rs. 12.92 Lakhs on consolidated basis for Financial Year under review.
The total reserves for the Financial Year 2021-2022 is Rs. 418.64 Lakhs.
4. SHARE CAPITAL
The total paid up share capital of the Company as on 31st March, 2022 is Rs. 260 Lakhs comprising of 26,00,000 Equity Shares of Rs. 10/- each.
After end of the financial year the company has done subdivision of equity shares on 10th May 2022 from Existing face value of Rs.10(Ten) To Rs.2(Two).
5. BUSINESS OUTLOOK
The markets your Company is concerned with are undergoing a massive disruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues to evolve and the effects on such markets remain uncertain.
The outlook going forward will depend, in addition to other factors, on how COVID-19 continues to affect the economy.
Further information regarding the potential impact of COVID-19 and various steps taken by your Company are provided as part of the MD&A Report.
6. THE CHANGE IN THE NATURE OF BUSINESS
No change in the nature of business activities during the year.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e., 31st March, 2022 and the date of this Directors? Report i.e., 17th August except as mentioned in this Report.
8. MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR
A. Acquisition of 51% shares of Dudigital BD Private Limited
The company at its Board Meeting held on 27th September 2021 approved 51% shares Acquisition of Dudigital BD Private Limited Making it as subsidiary of company.
B. Change of Name of Company
The Name of Company changed from its exisiting name Du Digital Technologies Limited to Dudigital Global Limited Vide Certificate incorporation issued by ROC Delhi on 28th February,2022.
MATERIAL EVENTS OCCURRED AFTER END OF FINANCIAL YEAR
A wholly owned Subsidiary has been incorporated in name of Dudigital Worldwide Private limited. On 22nd July 2022.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.
10. BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the Financial Year 22 (Twenty Two ) Board Meetings, were convened and held. The details of which are given as under.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committee.
12. COMMITTEES OF THE BOARD
There are currently three committees of the Board, as following:
a) Audit Committee
The Audit Committee of the Company reviews the reports to be submitted with the Board of
Directors with respect of auditing and accounting matters. It also supervises the Company?s financial reporting process. The composition of the Committee is as under;
During the Financial year 5 Meeting of Audit Committee was held on 23rd June 2021,09th July 2021 ,12th November 2021, 23rd December 2021 and 15th March 2022 b) Nomination and Remuneration Committee
The composition of the Committee constituted is under;
During the Financial year 5 Meeting of nomination and Remuneration Committee was held on 23rd August 2021,12th November 2021,23rd December 2021,1st March 2022 and 22nd March 2022. c) Stakeholders Relationship Committee
During the Financial year 3 Meeting of Stakeholders Relationship Committee was held on 7th October 2021, 05th January 2022 and 29th March 2022.
13. REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
14. DIRECTORS? RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followed.
b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the year under review.
c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The directors have prepared the annual accounts on a going concern basis.
e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
15. AUDITORS
Mukesh Raj & Co., Chartered Accountant, (FRN: 016693) is appointed as Statutory Auditors of the Company from conclusion of the Annual General Meeting [AGM] held in the year 2021 till the conclusion of Annual General Meeting to be held in the year 2026.
16. AUDITOR?S REPORT
The Board has duly examined the Statutory Auditor?s report on accounts which is self-explanatory and clarifications wherever necessary, have been included in the Notes to Financial Statements of the Annual Report.
17. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, the Board has appointed Ms. Payal Tachak, proprietress of M/s. Payal Tachak & Associates, Practicing Company Secretary for the FY 2021-2022.
The report of the Secretarial Auditors is enclosed as Annexure to this report.
1. Secretarial Auditor?s observation and Management?s explanation to the Auditor?s observation It states that unless it is provided by the articles of the Company, 2/3rd directors are liable to retire by rotation and 1/3rd are liable to retire at every general meeting after the meeting at which first directors are appointed.
The management is trying to do the needful to comply with the said provisions.
However, the Company would try and comply with all the provisions to the fullest extent. The report of the Secretarial Auditor is enclosed as Annexure II to this report.
18. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
19. DISCLOSURES UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 (“SH Act”). Internal Complaints Committees have been set up in accordance with the provisions of SH Act at the work place to redress sexual harassment compliant received. All employees (permanent or contractual trainees) are covered under the policy. No compliant was received from any employees of the Company or otherwise during the financial year 2021-2022 and hence no complaint is outstanding as on 31st March, 2022 for redressal.
20. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company under investors/policy documents/Vigil Mechanism Policy link.
21. RISK MANAGEMENT POLICY
The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework.
22. EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 is published at website of the Company link for the same is as under: https://dudigitalglobal.com/investor-relation .
23. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the
Company. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company?s website.
24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures.
The Company?s internal control system is commensurate to the size, scale and complexities of its operations.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
With reference to Section 134(3)(h) of the Companies Act, 2013, all transactions entered by the Company during FY 2021-2022 with related parties were in the ordinary course of business and on arm?s length basis. During the year under review, the Company has not entered into any contract / arrangement / transaction with related parties as per section 188(1) of the Act, which could be considered material transaction (i.e. transaction exceeding 10% of annual consolidated turnover as per last audited financial statements) and all the related party transactions entered by the company during the financial year were at arm?s length basis and in ordinary course of business. The details of the related party transactions entered during the year are provided in the accompanying financial statements.
Disclosure related to contracts/arrangements with related parties are as per AOC 2 Annexure III.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of energy, technology absorption, foreign exchange earnings and outgo are NIL during the year.
27. INDUSTRIAL RELATIONS
During the year under review, your Company maintained cordial relationship with employees at all levels.
28. LISTING WITH STOCK EXCHANGES
The Equity shares of the Company are currently listed on NSE Limited.
29. DETAILS WITH REFERENCE TO SUBSIDIARY, JOINT VENTURE OR, ASSOCIATE COMPANY, ARE GIVEN UNDER ANNEXURE II OF THE DIRECTORS REPORT.;?
30. LOANS/GAURANTESS OR INVESTMENTS UNDER PROVISIONS OF SECTION 186 OF THE COMPANIES ACT 2013:
Following are the details of Loans or Investment by the Company during the FY 2021-2022:
31. OTHER INFORMATION
Your Directors hereby states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon;
2. The Company has not accepted deposits covered under Chapter V of the Act;
3. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
4. Since the Company s securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board s Report.
5. There are no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
32. ACKNOWLEDGEMENTS
An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.