The Board of Directors ("Board") have pleasure to present the Fifth Annual Report of Ddev Plastiks Industries Limited ("the Company" or"DPIL") together with the Audited Statements of Accounts for the period commencing from 01.04.2024 to 31.03.2025 ("Financial Year ended31.03.2025" or "Financial Year 2024-25" or "FY 2024-25").
In compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including any statutory modification(s) or re¬enactments) thereof, for time being in force, this report covers the financial results and other developments during the financial year ended31st March 2025 and up to the date of the Board meeting held on 15th May 2025 to approve this report.
The performance of the company is summarized below:
Particulars
2024-25
2023-24
Turnover
2,60,332.37
2,43,124.37
Other Income
1,796.16
2,367.92
Profit/(Loss) before tax
25,064.30
24,465.62
Current Tax
6,148.36
6,321.89
Deferred Tax
267.48
(119.08)
Tax for earlier years
98.77
95.87
Profit/(loss) after tax
18,549.69
18,166.94
Balance brought forward
55773.44
39,158.65
Balance brought pursuant to scheme of arrangement
-
Adjustment relating to Fixed Assets
Equity Dividend
1,034.77
1,552.15
Balance carried to Balance Sheet
73,228.37
55,773.44
The Financial Statements for the financial year ended on31st March, 2025 have been prepared in accordance withthe Companies (Indian Accounting Standard) Rules, 2015,prescribed under Section 133 of the Act and other recognizedaccounting practices and policies to the extent applicable.
The Board has adopted the Dividend Distribution Policy inline with Regulation 43A of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015. The policy,effective from 01.04.2024, is available under the head 'Policies'on the website of the company at https://www.ddevgroup.in/company-charter.
Considering the financial results and the performance of thecompany during the year under review, your directors havepleasure in recommending final dividend of Rs. 1.75/- (RupeesOne and Seventy Five paise only) per fully paid equity shareof face value Re. 1/- (Rupee One only) each) (i.e. @ 175%) tothe equity shareholders of the Company, as on record date 15thSeptember 2025, for the Financial Year ended 31st March 2025.This dividend would be payable subject to declaration by theshareholders at the ensuing Annual General Meeting ("AGM").
Pursuant to the provisions of the Income-tax Act, 1961, thedividend paid or distributed by a company shall be taxable inthe hands of the shareholders. Accordingly, in compliance withthe said provisions, your Company shall make the payment ofthe dividend after necessary deduction of tax at source at theprescribed rates, wherever applicable. For the prescribed ratesfor various categories, the shareholders are requested to referto the Income Tax Act, 1961 and amendments thereof.
The dividend payout during the year under review, being thefinal dividend @ 100% for the financial year 2023-24, as declaredat AGM held on 28th September, 2024 was H 1,034.77 lacs. Thedividend payout for the year under review is in accordancewith your Company's vision to pay sustainable dividend linkedto long-term growth objectives of your Company to be met byinternal cash accruals.
The Register of Members and Share Transfer Books of theCompany will remain closed for the purpose of payment ofdividend for the financial year ended 31st March 2025 andthe AGM. Book closure date has been indicated in the Noticeconvening AGM. The record date for considering the eligibilityof members for dividend is also stated therein.
The Dividend payment history of the company is as follows:
Financial Year
Type of Dividend
Rate of Dividend
Payout (Rs. in Lacs)
FY 2021-22
Final
24%
225.77
FY 2022-23
100%
1034.77
FY 2023-24
Interim
50%
517.38
FY 2024-25
Final (Proposed)
175%
1810.84
The Company continues to enjoy working capital facilitiesunder multiple banking arrangements with various banksincluding State Bank of India (Lead Bank), Axis Bank Limited,Bank of Baroda, HDFC Bank Limited, RBL Bank Limited, TheFederal Bank Limited and Union Bank Limited. The Companyhas been regular in servicing these debts.
During the financial year 2024-25, the Company incurredcapital expenditure on account of addition to fixed assetsaggregating to Rs. 7,327.24 lakhs (including capital work in¬progress and capital advances)
Expansion of Installed Capacity:
The total installed capacity as at 31st March 2025 stood at233400 MTPA. During the year under review, the Companyadded 3000 MTPA of HFFR Capacity and in order to meet therequired demand and improve margins it has been shiftingcapacities amongst its products.
The Credit rating of the company as at financial year ended 31stMarch 2025 was as under, as ascribed by CRISIL vide its letterdated 28.03.2024
Total Bank Loan Facilities Rated
H 759 Crores
Long Term Rating
CRISIL A/ Positive
Short Term Rating
CRISIL A1
However, the same was revised vide CRISIL's letter dated25.04.2025 as under
CRISIL A / Stable
The Company's financial discipline and prudence is reflected instrong credit rating ascribed by CRISIL. The CRISIL credit ratingdetails of the company are also available, for easy reference,on the website of the company under the head 'Credit Rating'at https://www.ddevgroup.in/financial-reporting and havealso been submitted with the BSE Limited ("BSE") and NationalStock Exchange of India Limited ("NSE") and available onits website at https://www.bseindia.com/stock-share-price/ddev-plastiks-industries-ltd/ddevplastik/543547/corp-announcements/ and https://www.nseindia.com/get-quotes/equity?symbol=DDFVPISTIK, respectively.
GLOBAL ECONOMY & OUTLOOK: 1 2
After enduring a prolonged and unprecedented series ofshocks, the global economy appeared to have stabilized, with
steady yet underwhelming growth rates. It remained resilientthis year, despite differences in the strength of activity acrosscountries and sectors. Inflation has continued to moderate andheadline inflation is now back to central bank targets in mosteconomies. Labour market tightness has also eased, althoughunemployment rates generally remain at or near historicallows. Strong nominal wage gains and continued disinflationhave bolstered real household incomes. However, privateconsumption growth remains subdued in most countries,reflecting weak consumer confidence.
However, keeping in view that the governments aroundthe world reorder policy priorities. uncertainties havepeaked. Risks are casting a shadow over what is otherwise arelatively benign central projection. Key risks pertain to theintensification of geopolitical tensions, inflation turning outmore persistent than anticipated and a sharp repricing of riskin financial markets.
According to the International Monetary Fund (IMF), globalgrowth is projected at 3.3% in both 2025 and 2026, which isbelow the historical average of 3.7%. Inflation is expectedto decline, but key risks pertain to the intensification ofgeopolitical tensions, inflation turning out more persistentthan anticipated, a sharp repricing of risk in financial marketsand policy shifts. Divergent and swiftly changing policypositions or deteriorating sentiment could lead to even tighterglobal financial conditions. Looming trade war and heightenedtrade policy uncertainty may further hinder both short-termand long-term growth prospects. Scaling back internationalcooperation could jeopardize progress toward a more resilientglobal economy.
Looking ahead at 2025
An intensification of the ongoing conflicts in the MiddleEast could disrupt energy markets and hit confidence andgrowth. Rising trade tensions might risk hampering tradegrowth. Adverse surprises related to growth prospects, orthe path of disinflation could trigger disruptive correctionsin financial markets. Growth could also surprise on theupside. Improvements in consumer confidence, for exampleif purchasing power recovers quicker than anticipated, couldboost spending. An early resolution to major geopoliticalconflicts could also improve sentiment, and lower energyprices. The global economic outlook for 2025 is uncertain andturbulent, with growth projections revised downward due torising trade tensions and policy shifts. The IMF now forecastsglobal GDP growth at 2.8% in 2025 and 3.0% in 2026, markinga significant reduction from earlier estimates. Over 2025-26,decelerating growth in the United States and China is expectedto be offset by firming growth elsewhere, including in manyemerging markets and developing economies. Overall, theglobal economy is projected to expand at a slower pacecompared to the pre-pandemic decade.
INDIAN ECONOMY AND OUTLOOK: 3
In an era marked by escalating global trade tensions andpersistent geopolitical uncertainties, the Indian economyhas demonstrated remarkable resilience and robust growth.The above findings are from Reserve Bank of India's March2025 bulletin which highlights the state of the economy inthe country. While global economic uncertainties persist,India's economy shows strong growth, supported by robustconsumption and government spending. Inflation hasmoderated, and policy measures have helped stabilize marketliquidity. However, foreign portfolio outflows and currencydepreciation remain key risks.
India has emerged as the fastest-growing major economy,currently ranked 4th globally, with a projected growth rate of6.2% in 2025. Some of the key highlights worth noting are:
• GDP Growth: India's real GDP growth is estimated at 6.4%in FY25, with projections between 6.3% and 6.8% in FY26.
• Inflation: Retail headline inflation softened to 4.9% inApril-December 2024, with the RBI and IMF projectinginflation to align with the 4% target in FY26.
• Exports & Trade: India's services exports surged by12.8% during April-November, while overall exportsgrew by 6% year-on-year.
• Foreign Exchange Reserves: Forex reserves stood at$640.3 billion, covering 10.9 months of imports and 90%of external debt.
• Banking & Financial Stability: Gross NPAs of scheduledcommercial banks declined to a 12-year low of 2.6%,reflecting improved financial health.
• Infrastructure & Investment: Capital expenditure on keyinfrastructure sectors grew at 38.8% from FY20 to FY24,with ^50,000 crore allocated for MSME equity funding.
• Stock Market: India's BSE stock market capitalizationto GDP ratio stood at 136%, far higher than China (65%)and Brazil (37%).
One can therefore opine, that India continues to be a globaleconomic powerhouse, with a focus on structural reforms,digital expansion, and financial stability.
India, which is anticipated to surpass Germany and Japanto become the third-largest economy by 2030, has seen itseconomic growth forecast revised down from 6.5% to 6.2% for2025 and from 6.3% to 6.2% for 2026, as reported in the April2025 edition of the IMF's World Economic Outlook.
Presently positioned as the fourth-largest economy globally,on par with Japan, the IMF forecasts India to be the fastest-
growing major economy over the next two years, maintaininga significant advantage over both global and regionalcompetitors despite the adjustment in growth projections. TheReserve Bank of India's estimates suggested that the real GDPgrowth for the fiscal year 2025-26 is now projected at 6.5%,down from the previously expected 6.7%.
India is set to dominate the global economic landscape,maintaining its status as the fastest-growing large economy forthe next two fiscal years. The January 2025 edition of the WorldBank's Global Economic Prospects (GEP) report projects India'seconomy to grow at a steady rate of 6.7% in both FY26 andFY27, significantly outpacing global and regional peers. At atime when global growth is expected to remain at 2.7 per centin 2025-26, this remarkable performance underscores India'sresilience and its growing significance in shaping the world'seconomic trajectory
Complementing the World Bank report, the latest updatefrom the International Monetary Fund's (IMF) World EconomicOutlook (WEO) also reinforces India's strong economictrajectory. The IMF forecasts India's growth to remainrobust at 6.5% for both 2025 and 2026, aligning with earlierprojections from October. This consistent growth outlookreflects India's stable economic fundamentals and its abilityto maintain momentum despite global uncertainties. Thecontinued strength of India's economic performance, asprojected by both the World Bank and IMF, underscores thecountry's resilience and highlights the sustained strength of itseconomic fundamentals, making India a crucial player in theglobal economic landscape.
The polymer compounding industry in 2024-2025 isexperiencing steady growth, driven by demand fromautomotive, construction, and consumer goods sectors. Theplastic compounding market is estimated to reach US$82.01billion in 2025, with a projected CAGR of 2.0% through 2035estimated to reach US$ 182.03 billion. The Industry experiencedrobust growth in 2024 on the back of increased adoption inprominent industries such as automotive, construction, andconsumer goods. The year witnessed greater demand forhigh-performance plastic blends, such as polycarbonate andpolypropylene-based blends, as they were stronger, moreresistant to chemicals, and lightweight. The automobilemanufacturers increasingly utilized advanced plastic blends inplace of metal parts to save fuel and be more eco-friendly.
Additionally, worldwide regulatory changes required the useof bio-based and recyclable plastic compounds, promptingformulating material innovation. Asian-Pacific industrializationand infrastructure growth stimulated greater productapplications in construction. In contrast, North America andEurope witnessed a shift towards sustainable compounding,
with greater use of recycled plastics in packagingand electronics.
Polymers have played critical roles in every aspect of theongoing revolution in electrical utilities industry. The largestsingle outlet for plastics in electrical and electronic applicationsis in wire and cable, where PVC and Polyolefins dominate onthe basis of their formulating flexibility, ease of processing,and low cost. Polymers play a vital role as insulating andjacketing materials which protect the underlying cable corefrom mechanical, moisture and chemical damage during theinstallation and service life of the cable. A variety of polymericmaterials is being used by the wire and cable industry.
The global wire and cable market was USD 267.8 billion in2024 and is set to register at a CAGR of 7.3% from 2025 to2034, propelled by the ongoing inflow of funds towardsthe establishment or refurbishment of transmission anddistribution networks to cater to the growing electricitydemand across the globe. Governmental efforts to boosturbanisation and smart city initiatives across the globe will fuelthe need of safe and reliable wiring infrastructure, thus drivingthe industry growth.
During the period under review, the turnover of the Companystood at H 2,60,332.37 lacs as against H 2,43,124.37 lacs infinancial year (FY) 2023-24 ("previous year"). The Revenue fromOperations has increased by almost 7% despite an increasein sales volume by approximately 14% as compared to theprevious year due to correction in prices and lower exportturnover in comparison to previous year which had beenimpacted by price corrections and increased freight rates dueto multiple wars and geo-political scenarios. During the yearthe company also made investment in people, safety, brandand business growth opportunities. Profit before Tax increasedby about 2% over the previous year to H 25,064.30 Lacs fromH 24,465.62 Lacs. The Profit after tax as at 31st March 2025 stoodat H 18,549.69 lacs as against H 18,166.94 lacs recording anincrease of 2% from the previous year
Your Company's performance has been discussed in detailin the Management Discussion and Analysis Report. YourCompany does not have any subsidiary or associate or jointventure company as at the end of the financial year underreview. However, your company is a subsidiary company ofBbigplas Poly Private Limited which holds approximately74.17% of the share capital of the company.
The Company is a leading manufacturer of polymer compoundsin India with a capacity of 233400 MT per annum as at 31stMarch 2025 having a diverse product portfolio consisting ofPE compounds, PVC compounds, filled compounds, MasterBatches, Footwear compounds, Pipe compounds, Peroxidecompounds expanding to Engineering Plastic compoundsfor White compounds, automotive and electrical appliances.It has 5 (five) manufacturing units with state of art machinery,infrastructure, equipment, and Research and Development('R&D') facilities. With plants located at both East and Westcoast of India, the company gains advantage of low freight
costs. The in-house ability for designing and testing newcompounds with large fully equipped labs and experiencedand skilled team and strong R&D has resulted in large pipelineof new products under development based on the customer'sfeedback and requirements. The Multi location setup helpsminimize the transportation cost by being closer to suppliers(ports) and customers and wide range of extruder capabilitiesprovide flexibility to produce custom quantities for wide rangeof customers. The arrangements with most large suppliersand large sourcing quantities result in priority treatment fromsuppliers and cost effectiveness. Our excellent marketing teamcomprising of technically qualified and trained personnel focuson customizing products to suit customer processes and strongrelationships with suppliers provide inputs for developing newproduct applications based on critical raw materials.
For further details refer to Management Discussion andAnalysis, annexed to this report
Amid the volatile global economic environment, the Indianeconomy continues to exhibit resiliency thanks to strongdomestic demand. In financial year 2025 ('FY25'), we expectpolicy continuity including a focus on lifting businessinvestment. Still, GDP growth is likely to slow to around 6.2%in FY25 given global growth concerns and possible delays infiscal spending due to elections.
The major drivers of growth for the construction market arerapid rates of urbanization and increasing population. Theglobal construction industry can be classified majorly in threetypes namely residential, commercial and infrastructural.The increasing rate of urbanization in the emerging marketssuch as China and India and the development of cities arethe major drivers for growth of the infrastructural segment.The growing emphasis on sustainable and energy-efficientbuildings has created additional demand for specializedwiring solutions. Therefore, the products used in constructionare expected to be in high demand, including wire and cablecompound products. The usage of wire and cable compoundsin construction project is increasing at exponential rate dueto their significant number of advantages and long-term costimplications. The rising demand from the construction industrydue to the growing urbanization in numerous countries isestimated to bring considerable growth prospects for thewire and cable compounds market. The popular concept ofsmart city is also proving to be beneficial growth opportunityfor the wire and cables compounds market. Furthermore, thecharacteristics of wire and cable compounds also make thema favorite among numerous applications. The deployment ofsmart grid infrastructure has emerged as a significant driverfor the wire and cable market, supported by substantialgovernment initiatives and investments.
The Wire and Cable Market size is estimated at USD 240.98billion in 2025, and is expected to reach USD 314.96 billion by2030, at a CAGR of 5.5% during the forecast period (2025-2030(Source: https://www.mordorintelligence.com/industry-reports/wire-and-cable-market). Wire and cable compound providehigh quality insulation, jacket to conducting materials, offers
high durability, excellent chemical and corrosion resistanceand high mechanical stability, flexibility and abrasion resistanceto the cable and wire. The growing product application in theconstruction and power sector has been driving the marketgrowth. The technical advancement in low fire hazard vinyl andteflon wire and cable compound offer great opportunities forthe wire and cable compound market over the next five years.
Asia-Pacific region dominates the market, owing to growingapplication of wire and cable compound in power andconstruction industry, which augment the demand for wireand cable compound. Countries such as China, India, UnitedKingdom, United States and Vietnam among others arewitnessing the construction of power plants, the requirementfor wire and cable compound market is expected to rise fromthese countries over the forecast period.
The Authorized Capital of the company stood at 15,00,00,000(Rupees Fifteen Crores only) divided into 150000000(Fifteen Crores) Equity Shares of Face Value of Re.1/- (RupeeOne only) each.
The Issued and Paid Up Capital is H 10,34,76,664 (Rupees TenCrores Thirty Four Lakhs Seventy Six Thousand Six HundredSixty Four Only) divided into 103476664 (Ten Crores Thirty FourLakhs Seventy Six Thousand Six Hundred Sixty Four) EquityShares of Face Value of Re.1/- (Rupee One only) each.
During the year, the company listed its entire issued and paid-up capital on the National Stock Exchange of India Limited on15th January, 2025 and continued to be listed on it and BSELimited as at the close of financial year under review.
(a) Buy Back of Shares: The Company has not bought backany of its securities during the period under review.
(b) Sweat Equity: The Company has not issued any SweatEquity Shares during the period under review.
(c) Bonus Shares: The Company has not issued any BonusShares during the period under review.
(d) Employees Stock option plan: The Company has notprovided any Stock Option Scheme to the employees.
The Company proposes not to transfer any amount to Reserves.
Pursuant to provisions of Sections 124 and 125 of theCompanies Act, 2013 read with Companies (Declaration andPayment of Dividend) Rules, 2014 and Investor Educationand Protection Fund ("IEPF") (Accounting, Audit, Transfer andRefund) Rules, 2016 ("IEPF Rules") (including amendments fromtime to time), all unpaid or unclaimed dividends are required to
be transferred by the Company to the Investor Education andProtection Fund ("IEPF" or "Fund") established by the CentralGovernment, after completion of 7 (seven) years from thedate the dividend is transferred to unpaid/unclaimed account.Further, according to the Rules, the shares in respect of whichdividend has not been paid or claimed by the shareholders forseven consecutive years or more shall also be transferred to thedemat account of the IEPF Authority
It may be noted that no amount is due to be transferred toIEPF Authority as on the date of this report, on account ofunclaimed/unpaid dividend for 7 (seven) consecutive years,however, the Company urges all the shareholders to encash/claim their respective dividend during the prescribed period.
Further, as per Hon'ble National Company Law Tribunal, KolkataBench ('NCLT') Order dated 04th March, 2022, approving theScheme of Arrangement between Kkalpana Industries (India)Limited (KIIL) and the Company, it was required to allot sharesto shareholders of KIIL as at 08.04.2022. Accordingly, in respectof shareholders of KIIL whose shares were lying in IEPF Accountas on 08.04.2022, requisite shares of the company have beentransferred to IEPF Account. Dividend payable on such shareshave also been transferred to the IEPF Account.
Shareholders/claimants whose shares or unclaimed dividend,have been transferred to the IEPF demat Account or the Fund,as the case may be, may claim the shares or apply for refundby approaching the Company/ Registrar and Share TransferAgents of the Company ("RTA")- C B management ServicesPrivate Limited for issue of Entitlement Letter along with all therequired documents before making an application to the IEPFAuthority in Form IEPF - 5 (available on https://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authorityfrom time to time. The member/claimant can file only oneconsolidated claim in a financial year as per the IEPF Rules.
Details of shares/shareholders in respect of which dividend hasnot been claimed, are provided on website of the Companyunder the head "Dividend related information" at https://www.ddevgroup.in/investor-services. The shareholders areencouraged to verify their records and claim their dividendsof all the earlier years, if not claimed. Details of NodalOfficer as well as IEPF Claim Link is available at https://www.ddevgroup.in/investor.
As at 31st March 2025 100% of the shareholding of thecompany was held in dematerialized mode. However, sincephysical issue of shares was not permitted by the NCLT Orderapproving the Scheme of Arrangement and as per applicablestatutory requirements, the shares to be issued to physicalshareholders of Kkalpana Industries (India) Limited ("KIIL" or"Parent company") were transferred to Escrow Account andletters were issued to such holders to update their demataccount details with the company/ RTA- C.B. ManagementServices Pvt. Ltd to enable transfer of related shares from theEscrow Account to such holders. . Further, the bonus issue ofshares against the shared already held in Escrow Account as
at record date for the purpose were also credited to EscrowAccount. During the year the company had received 43requests aggregating to 51700 equity shares to be transferredfrom Escrow Account to beneficiary accounts which were dulyprocessed, in Lots. 9 requests for 5500 equity shares that werereceived towards the end of FY 2023-24 were also processedin April 2025. As at the date of report total 154 requests havebeen received for aggregate 132455 equity shares which hadbeen processed in 10 Lots. As on date of this report, 644360shares still lie in the Escrow Account.
It is requested that eligible shareholders (i.e. shareholdersholding shares of KIIL in physical mode as at 08.04.2022 whoare pending to update their demat details for receipt of sharesof the company from escrow account) may update their dematdetails with the RTA and claim their shares of the company.
There has been no change in the nature of business of theCompany. Your Company continues to be one of the leadingmanufacturers of Polymer Compounds in the Country.
No material changes and commitments which could affectyour Company's financial position have occurred between theend of the financial year and date of this report.
Your Company recognizes that Research & Development ("R&D")plays a vital role in supporting operations as well as futuregrowth. Your Company focuses its attention on development ofproducts that have wide industrial applications, particularly incable, piping, packaging automotive and footwear industries.Through R&D, it endeavors to increase production, lower costof production and lower wastage. The Company has in place asound R&D infrastructure and team to cater to the changingmarket needs. The R&D team has enabled the company toachieve breakthrough in various applications and procedureswhich have enabled the achievement of the objectives ofthe company, development of new and improved productsand applications.
Over the years, we have created a strong product portfolio, withfocus on advanced R&D and relied on world-class know-how tobuild a futuristic organization. Our deep domain knowledge,coupled with an innate zeal to explore new frontiers of thecarbon value chain while fostering novel approaches has keptus a step ahead of the competition. For us, innovation is a wayof life, so we continue to build our innovative capabilities. Ourcommitment to deliver superior quality products enables usto consistently introduce value added products to our diverseportfolio. It also drives process enhancements that contributeto the development of quality products and helps us sustaincost leadership.
We are mindful of our responsibility to ensure the wellbeingof people as well as the planet. We inculcate sustainable
practices to create holistic value for all our stakeholders,including employees, shareholders, suppliers, customers andthe community at large. It, therefore, empowers us to fulfillour objectives towards society and the environment over thelong-term. Looking ahead, we remain determined to identifynew opportunities, explore broader applications and lead withthe latest developments in the industry - to strengthen thefoundation of the organization.
Risk factor is ingratiated to all business activities of allcompanies, though in varying degrees and forms. As far as yourcompany is concerned, it has an approved risk managementpolicy by the Board of Directors. The company has alsoformulated Risk Management Committee on 08.04.2024. Riskevaluation and its management is ongoing process within yourcompany and is periodically reviewed by the Audit Committee/Board of Directors of your company. With the constitution ofRisk Management Committee the risk assessment, evaluation,management and mitigation will be periodically reviewed by it.
The main risks of your company are as under:
Business risks
Your company has to face intense competition fromunorganized sector and imports pertaining to plasticcompounds. Further, the raw material prices remain volatile. Itis very difficult to estimate the near future raw material cost.However, the company scrutinizes the prices of raw materialsfrom various markets to source the same at most competitiverates from domestic sources or imports, as may be required.
Technology risks
Quality upgradation and product obsoletion risks areintertwined with your company's business management.However, the high standard of in-house research anddevelopment fortifies the technological risks to some extent.
Financial risks
The Company's policy is to actively manage its foreignexchange risk. The company actively manages the interest raterisk by adopting suitable strategies to minimize the impactof interest rate fluctuations, including maintaining optimalbalance of different loan types and maturities.
Credit Risks
The Company sells their products by extending credit tocustomers, with the attendant risk of payment delays anddefaults. To mitigate the risk, appropriate measures likeperiodic review and rigorous follow-up are put in place fortimely collection of dues from the customer. Credit availabilityand exposure is another area of risk. However, all export salesof the Company are covered under the receivable insurancePolicy which further mitigate the risk.
Liquidity Risks
The Company realizes that its ability to meet its obligationsto its suppliers and others is linked to timely and regularcollection of receivables and maintaining a healthy creditrating. Review of working capital constituents like inventory
of raw materials, finished goods and receivables are doneregularly by the respective Divisions and closely monitored byCorporate Finance
Workplace Accident/ Incident risks
Every process-related activity has its inherent associatedhazards which can affect plants or properties in terms ofaccidents/incidents at the workplace and the ill health of itsemployees. To address all of these risks coming from suchhazards the company has set up risk assessments wherebyit identifies the hazards, evaluates who may be harmed andtakes necessary measures and proactive actions to mitigatethe same. Regular maintenance and check ups are conductedto ensure safety measures.
Environmental Sustainability risks
The industry in which the Company operates bears theresponsibility to improve environmental impact management.Accidents involving chemicals put the environment, humanhealth and safety at risk, as well as threaten business operations.In addition to following environmental standards, the industryis also liable for adding value to society. The company adheresto all the essential environmental rules and regulationsprescribed by the Government. Each facility has robust safetystandards and systems in place to mitigate any potential risks.The Company also ensures careful disposal of hazardous wasteby following the prescribed procedure/guidelines/regulations.Additionally, the Company has made significant investments ingreen projects to create facilities for a sustainable future.
Dependency/ Economical risks
As the Company relies heavily on a few distinct industries, suchas cable and power segments, any decline in these sectorswould affect its margins and security. The demand for itsproducts is primarily inelastic since these application sectorsare vital to any economy. Despite this risk, the Company hasa loyal client base for more than three decades. This long¬standing partnership has helped mitigate the impact of thisrisk on the Company.
Market Presence and Reputational risks
The Company competes with other producers whomanufacture similar goods both in India and abroad in afiercely competitive market. Thus, the Company's marketinfluence becomes significant when choosing a smart facilityspot. The company has established 5 (five) state of art facilitiesacross east and west India at strategic locations which help ineasy transportations, procurements and access to the markets.This has significantly enhanced the Company's reputation.
Your company has an elaborate risk Management procedureand adopts a systematic approach to mitigate risk associatedwith accomplishments of objectives, operations, revenues,and regulations. The Board takes responsibility for the overallprocess of risk management throughout the organization. Interms of requirement of the Companies Act, 2013 the Companyhas developed and implemented the Risk Management Policyand the Audit Committee/ Risk Management Committee of theBoard reviews the same periodically. The company considersactivities at all levels of the Organization viz. Enterprise level,Division level, Business Unit Level and Subsidiary level in riskmanagement framework. Risk management process of theCompany focuses on three elements viz. 1) Risk Assessment2) Risk Management and 3) Risk Monitoring. The Company'sbusiness units and corporate functions address risk throughan institutionalized approach aligned to Company's objective.This is further facilitated by Internal Audit which is reviewedby the Board and Audit Committee of the Company. The keyrisks and mitigating actions are reviewed and significant auditobservations and follow up actions thereon are reported tothe Audit/ Risk Management Committee and Board. The RiskManagement Policy is available under the head 'Policies' onthe website of the company at https://www.ddevgroup.in/company-charter.
Board of Directors The highest governing body which oversees all aspects of risk management
Risk Management Committee It assists the Board in monitoring and reviewing the Risk Management Policy
Audit Committee Works jointly with Board and Risk Management Committee and advises it, when required
Senior Managers/ Management Escalates/ informs new or enhanced risks to the Risk Management Committee when perceived
The Board has adopted policies and procedures forgovernance of orderly and efficient conduct of its business,including adherence to the Company's policies, safeguardingits assets, prevention and detection of frauds and errors,accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures. The internalfinancial controls with reference to the Financial Statementsare commensurate with the size and nature of business of yourCompany. Your Company has laid down the set of standards,processes and structure which enables to implement internalfinancial control across the organization and ensure that thesame are adequate and operating effectively. These havebeen designed to provide reasonable assurance with regardto recording and providing reliable financial and operationalinformation, complying with applicable Indian AccountingStandards (Ind AS) and relevant statutes. We believe thatthese internal control systems provide, among other things,a reasonable assurance that transactions are executed withmanagement authorization and that they are recorded in allmaterial respects to permit preparation of financial statementsin conformity with established accounting principles andthat the assets of your Company are adequately safe guardedagainst significant misuse or loss.
An independent internal audit function is an important elementof your Company's internal control system. The internal controlsystem is supplemented through an extensive internal auditprogramme and periodic review by management and AuditCommittee. The Internal Auditor and the Audit Committeereviews the Internal Financial Control system periodically.To maintain the objectivity and independence of InternalAudit, the Internal Auditor reports to the Chairman of theAudit Committee of the Board. The Internal Auditor monitorsand evaluates the efficacy and adequacy of internal controlsystem in the company, its compliance with the operatingsystems, accounting procedures and policies of the company.Based on the report of Internal Auditor, the process ownersundertake corrective action in their respective areas andthereby strengthen the control. Significant audit observationand corrective actions thereon are presented to the AuditCommittee of the Board.
During the year, such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
The Company believes in conducting its affairs in fair andtransparent manner by adopting the highest standards ofprofessionalism, honesty, integrity, and ethical behavior.Pursuant to the requirement of the Section 177(9) of theCompanies Act, 2013 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015the Company has established vigil mechanism which also
incorporates a whistle blower policy in terms of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015in order to provide a secure environment and to encourageemployees to report unethical, unlawful, improper practice,acts or activities, actual or suspected fraud or violation ofCompany's Code of Conduct, if any. Protected disclosures canbe made by a whistle blower through an e mail or phone orletter to the chairman of Audit Committee. All cases, if any,registered under Whistle Blower Policy of your Company arereported to and are subject to review by the Audit Committee.Further the mechanism adopted by the Company encouragesthe Whistle Blower to report genuine concerns or grievancesand provide for adequate safeguards against victimization ofWhistle Blower who avails of such mechanism and also providesfor direct access to the Chairman of the Audit Committee,in exceptional cases. The functioning of vigil mechanism isreviewed by the Audit Committee from time to time. None ofthe Whistle blowers/ employees has been denied access to theAudit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company under thehead 'Policies'at https://www.ddevgroup.in/company-charter.
During the year under review, no significant and material orderswere passed by the regulators or courts or tribunals impactingthe going concern status and the company's operations.
Pursuant to Section 186 of the Companies Act, 2013 andSchedule V to the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, disclosure on particularsrelating to Loans, Guarantees and Investments are provided aspart of the financial statements in Note No. 37.
The Company was accorded approval by members of theCompany to give loans, guarantees and make investments notexceeding in aggregate H 2000 crores which is in excess of 60%of the aggregate of its paid up share capital, free reserves andsecurities premium account or 100% of its free reserves andsecurities premium account, whichever is more, as prescribedin Section 186 of the Companies Act, 2013 and as may benoted the company has ensured compliance to said limits andapproval as accorded.
Your Company has not accepted any deposits falling within theambit of Section 73 and 74 of the Companies Act, 2013 ("theAct") read with Companies (Acceptance of Deposits) Rules,2014 read with other provisions under Chapter V of the Act orany other applicable provisions read with relevant rules madethereunder (as amended and for the time being applicable)during the financial year and as such, no amount on account ofprincipal or interest on deposits from public is outstanding ason 31st March 2025.
The Company has filed requisite return for financial year2023-24, as required, with respect to amount(s) notconsidered as deposits.
Your Company has directed its efforts to reduce energy costsby focusing on energy savings through the best optimizationof operations on day to day basis. The Company has used fuelsin appropriate mix to attain maximum savings.
Pursuant to the provision of Section 134(3)(m) of the CompaniesAct, 2013 read with Rule 8(3) of the Companies (Accounts)Rules, 2014, the particulars relating to energy conservation,technology absorption, foreign exchange earnings and outgois provided in the prescribed format as an Annexure to theReport and marked as "Annexure 1".
The Companies Act, 2013 ("the Act") and SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 ("SEBI Listing Regulations") and various other statutesapplicable to the Company, mandated the formulation ofcertain policies for listed companies. All applicable policies areavailable under the head 'Policies' on the Company's websiteat https://www.ddevgroup.in/company-charter. The policiesare reviewed periodically by the Board and Committees andupdated, based on need and new compliance requirementand recommendation of related Committee/s.
The Board of Directors of your Company comprises of Six(6) Directors of which Three (3) are Executive Directors andThree (3) are Non-Executive and Independent Directors as on31st March, 2025.
In terms of the provision of Section 149 of the Companies Act,2013 and Regulation 17(1) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, a Companyshall have atleast one-Woman Director on the Board of theCompany. Your Company has Mrs. Mamta Binani and Mrs.Ramya Hariharan as Directors on the Board of the Company,who is presently the Non-Executive Independent Directorof your Company. Further, pursuant to Regulation 17(1) ofthe SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, top 1000 listed entities shall have atleast one independent woman director. Your Company is incompliance with the requirement.
Appointment/ Re-appointment/ Change in Designation
At the Annual General Meeting ("AGM") held on 28thSeptember 2024, Mr. Rajesh Kothari, Whole Time Directorretired by rotation, pursuant to provisions of Section 152 of
the Companies Act, 2013, however, being eligible, he was re¬appointed at such meeting.
In accordance with the provisions of Section 152 of theCompanies Act, 2013 and Articles of Association of theCompany, Mr. Ddev Surana (DIN: 08357094), Whole TimeDirector of the Company, being longest in the office ofdirectors and eligible to retire by rotation, retires by rotation atthe forthcoming AGM and being eligible, has offered himselffor re-appointment.
Based on performance evaluation and recommendation ofthe Nomination and Remuneration Committee, the Board ofDirectors recommend his re-appointment as a Whole TimeDirector of the Company, whose office shall be liable to retireby rotation. The resolution for the re-appointment of Mr. DdevSurana (DIN: 08357094) is being placed for the approval of theshareholders of the Company at the ensuing AGM.
The necessary disclosure about Director seeking appointment/re-appointment required, pursuant to Regulation 36(3)of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Clause 1.2.5 of the Secretarial Standardon General Meeting (SS-2) issued by the Institute of CompanySecretaries of India (ICSI), are provided as Annexure to theNotice of 05th AGM.
Key Managerial Personnel
The Board has the following as Key Managerial Personnel as at31st March 2025:
Mr. Narrindra Suranna- Chairman and Managing Director
Mr. Rajesh Kothari-Whole Time Director
Mr. Ddev Surana -Whole Time Director and ChiefExecutive Officer
Mrs. Tanvi Goenka- Company Secretary and Compliance Officer
Mr. Arihant Bothra-Chief Financial Officer
During the year under review there has been no change in the
Key Managerial Personnels of the Company.
Independent Directors
The following Independent Directors are on Board as at31st March 2025:
Mr. Samir Kumar DuttaMrs. Ramya HariharanMrs. Mamta Binani
None of the Independent Director is due for re-appointment atthe ensuing AGM or during the period under review.
The Board is of the opinion that the Independent Directorsof the Company have fulfilled the conditions as specifiedin SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 and are independent of the management,
possess requisite qualifications, experience, proficiency andexpertise in the fields of finance, people management, strategy,auditing, tax and corporate advisory services, governance andthey hold highest standards of integrity.
The Independent Directors of the Company have undertakenrequisite steps towards the inclusion of their names in thedata bank of Independent Directors maintained with theIndian Institute of Corporate Affairs (IICA), in terms of Section150 of the Companies Act, 2013 (including any statutorymodifications, amendments/ re-enactments, if any) read withRule 6 of the Companies (Appointment and Qualification ofDirectors) Rules, 2014, as amended from time to time.
Further, at the time of the appointment of an IndependentDirector, the company also issues a formal letter of appointmentoutlining his/her role, function, duties and responsibilities.The terms and conditions of the Independent Directorsare incorporated under the head 'Terms of Appointment ofIndependent Director' on the website of the Company athttps://www.ddevgroup.in/company-charter.
Cessation
None of the Directors resigned or were removed from theiroffice during the period under review. Further, none of theDirectors ceased to be associated with the company forany other reason.
None of the Directors are disqualified or debarred by Securitiesand Exchange Board of India (SEBI) or any other statutoryauthority, from continuing office as Director and Certificatereceived in this regard from Mr. Ashok Kumar Daga (PCS-2699,COP-2948), Practicing Company Secretary, is annexed to thisreport as "Annexure 2"
All Independent Directors of the Company have givendeclarations under Section 149(7) of the Companies Act, 2013("the Act") that they meet the criteria of Independence, as laiddown under Section 149(6) of the Act read with Schedule IV tothe Act and related rules thereunder and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI Listing Regulations") and that theyhave also complied with the Code for Independent Directorsprescribed under the said Schedule . In terms of Regulations25(8) of the SEBI Listing Regulations, the Independent Directorshave confirmed that they are not aware of any circumstanceor situation, which exists or may be reasonably anticipated,that could impair or impact their ability to discharge theirduties with an objective independent judgment andwithout any external influence. They have also individuallyconfirmed, pursuant to Circular No. LIST/COMP/14/2018-19and Circular No. NSE/CML/2018/24 both dated 20.06.2018issued by BSE Ltd., and National Stock Exchange of IndiaLimited, respectively, pertaining to enforcement of SEBIOrders regarding appointment/ re-appointment of Director/Independent Director, that they are not debarred from holdingoffice of Independent Director/ Director by virtue of any SEBIorder or any other statutory authority and are not disqualifiedfrom being appointed/ continuing as Independent Directors
in terms of Section 164 of the Act, They have also confirmed,respectively, their compliance with Rules 6(1) and 6(2) of theCompanies (Appointment and Qualification of Directors) Rules,2014 ("the Rules"), as amended from time to time, with respectto registration with the Databank of Independent Directorsmaintained with Indian Institute of Corporate Affairs , pursuantto provisions of section 150 of the Act, read with Rule 6 of theRules (as amended and applicable for the time being).
None of the Directors of the Company are disqualified frombeing appointed as Directors as specified under Section 164(1)and 164(2) of the Act read with Rule 14(1) of the Rules or aredebarred or disqualified by the Securities and Exchange Boardof India ("SEBI"), Ministry of Corporate Affairs ("MCA") or anyother such statutory authority.
All members of the Board and the Senior ManagementPersonnel have affirmed compliance with the Code of Conductfor Board and Senior Management Personnel for the financialyear 2024-25, details whereof have been disclosed in theCorporate Governance Report including the certificate issuedby Chief Executive Officer confirming the same.
The Company had sought the following certificates fromindependent and reputed Practicing Company Secretaries,which is enclosed as Annexure 2, confirming that:
a. None of the Directors on the Board of the Company havebeen debarred or disqualified from being appointed and/orcontinuing as Directors by the SEBI/MCA or any other suchstatutory authority
b. Independence of the Directors of the Company interms of the provisions of the Act, read with Schedule IV andRules issued thereunder and the SEBI Listing Regulations.
The Board of Directors is collectively responsible for selection ofmembers on the Board. The Company follows defined criteriafor identifying, screening, recruiting and recommendingcandidates for selection as Director on the Board. The criteriafor appointments to the Board includes:
• composition of the Board, which is commensurate withthe size of the Company, its portfolio, geographicalspread and its status as a public Company;
• desired age and diversity on the Board;
• size of the Board with optimal balance of skills andexperience and balance of Executive and Non-ExecutiveDirectors consistent with the requirements of law andthe objectives and activities of the Company;
• professional qualifications, expertise and experience inspecific areas of relevance to the Company;
• avoidance of any present or potential conflict of interest;
• availability of time and other commitments for proper performance of duties;
• personal characteristics being in line with the Company's values, such as integrity, honesty, transparency, pioneering mindset etc.
• The Board has identified the following skills/ expertise/ competencies fundamental for the effective functioning of the Company,which are currently available with the Board:-
• Leadership - Experience of running large enterprises, leading well-governed organizations, with an understanding of organizationalsystems and strategic planning and risk management, understanding global business dynamics, across various geographicalmarkets, industry verticals and regulatory jurisdictions.
• Strategy and planning - Appreciation of long-term trends, strategic choices and experience in guiding and leading managementteams to make decisions in uncertain environments
• Governance - Experience in developing governance practices, serving the best interests of all stakeholders, maintaining boardand management accountability, building long-term effective stakeholder engagements and driving corporate ethics and values
• Finance and Accounting Experience - Experience in handling financial management along with an understanding of accountingand financial statement
• Understanding use of Digital / Information Technology - Understanding the use of digital / Information Technology across the valuechain, ability to anticipate technological driven changes & disruption impacting business and appreciation of the need of cybersecurity and controls across the organization
• Sales and Marketing - Experience in developing strategies to grow sales and market share, build brand awareness and equity, andenhance enterprise reputation.
The following are the details of respective core skills of Board Members: -
Name of Director
Core Skill
Mr. Narrindra Suranna (DIN: 00060127)
Leadership
Strategy and PlanningGovernance
Finance & Accounting ExperienceSales and Marketing
Mr. Ddev Surana (DIN: 08357094)
Strategy and Planning
Understanding use of Digital/ Information TechnologySales and Marketing
Mr. Rajesh Kothari (DIN: 02168932)
Finance & Accounting Experience
Understanding use of Digital/ Information Technology
Sales and Marketing
Mr. Samir Kumar Dutta (DIN: 07824452)
Governance
Finance and Accounting Experience
Mrs. Mamta Binani (DIN: 00462925)
Mrs. Ramya Hariharan (DIN: 06928511)
Finance and Accounting ExperienceUnderstanding use of Digital/ Information Technology
30. COMPANY'S POLICY ON DIRECTOR'SAPPOINTMENT AND REMUNERATION INCLUDINGCRITERIA FOR DETERMINING QUALIFICATION,POSITIVE ATTRIBUTES, INDEPENDENCE OF ADIRECTOR AND OTHER MATTERS AS PROVIDEDUNDER SUB-SECTION (3) OF SECTION 178 OFCOMPANIES ACT 2013:
Your Company had devised a Policy on Director's Appointmentand Remuneration including criteria for determiningqualification, positive attributes, independence of the Boardand other matters as provided under sub section 3 of Section178 of the Companies Act, 2013. The policy, as adopted, wasto have an appropriate mix of executive and independentdirectors to maintain the independence of the Board andseparate its functions of governance and management. As of31st March, 2025, the Board had 6 members, 3 of whom wereexecutive and 3 were non-executive directors.
The Company's Policy for selection and appointment ofDirectors and their remuneration is based on its Nominationand Remuneration policy which, inter alia, deals with themanner of selection of the Directors and Senior ManagementPersonnel, approve and recommend compensation packagesand policies for Directors and Senior Managements, layingdown the process for effective manner of performanceevaluation of Board, its Committees and the Directors andsuch other matters as provided under section 178(3) of theCompanies Act, 2013 including any amendment thereto.
The policy of the Company on directors' appointment andremuneration, including the criteria for determining qualifications,positive attributes, independence of a director and other matters,as required under section 178(3) of the Companies Act, 2013 isavailable on the company's website under the head 'Policies' athttps://www.ddevgroup.in/company-charter. The salient featuresof the Nomination and Remuneration Policy of the Company areoutlined in the Corporate Governance Report forming part of thisAnnual Report. During the year under review, the Nomination andRemuneration Policy was revised, inter alia, to bring it in line withthe recent amendments to law.
Your Directors affirm that the remuneration paid / proposed tothe directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company and in compliance withprovisions of Section 197(1) of the Companies Act, 2013 readwith Schedule V to the Companies Act, 2013 and Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and as per approvals accorded in this regard.
31. INTIMATION FROM DIRECTORS WITH RESPECT TOSECTION 164(2) AND RULE 14(1) OF COMPANIES(APPOINTMENT AND QUALIFICATION OFDIRECTORS) RULE, 2014:
The directors of your Company have given their writtenconfirmation/declaration in the prescribed form DIR-8stating that they are not disqualified from being appointed/continuing as the Directors of the Company which have beentaken on record by the Board of Directors.
32. FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS:
The Company had organized familiarization programmesfor the Independent Directors as per the requirement of theCompanies Act, 2013 and Regulation 25(7) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015and it conducts familiarization programme, from time to time,for its Independent Director. All independent directors inductedinto the Board attended the familiarization programme. TheCompany has familiarized the Independent Director with thecompany, their roles, rights, responsibilities in the company,domestic and global market and industry scenario, natureof the industry in which the company operates and businessmodel of the company. The Company endeavors to update theIndependent Directors regarding the company's projects, newventures, if any, opening of new office sites or manufacturingunits, shutdown/ closure of any manufacturing unit Thedirectors are also updated about the changes in statutes/legislations and economic environment and other significantmatters, if any, affecting the company, enabling them to taketimely and informed decisions. It also keeps the IndependentDirectors informed of any sluggishness in finance/ liquidityproblems, if any. Presentations and reports, as required, aremade in Board/ Committee meetings where directors also getopportunity to interact with senior management / managersand discuss matters or seek queries. The minutes of the board/committee meetings are also circulated to the Board fortheir perusal. The suggestions received from IndependentDirectors are taken note of and informed to the Chairman andManaging Director who takes suitable measures, if required, onthe suggestions of the Independent Directors. The details offamiliarization programme and attendance thereat is availableon the website of the company under the head 'Policies'and under the tab 'Familiarization Programme Attendance',respectively at https://www.ddevgroup.in/company-charter.
33. STATEMENT INDICATINGTHE MANNER OF FORMALANNUAL EVALUATION OF THE PERFORMANCE OFTHE BOARD, ITS COMMITTEES AND OF INDIVIDUALDIRECTORS:
The Board of Directors, upon recommendation of theNomination and Remuneration Committee, have devised apolicy for performance evaluation, which includes criteria forperformance evaluation. It reviews the performance evaluationcriteria annually in accordance with Regulation 4(2)(f)(ii)(9)of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, as amended from time to time. TheNomination and Remuneration Committee accordingly carriesout an annual evaluation of Board's performance, and theperformance of its Committees as well as Individual Directors(both Executive and Non - executive/ Independent Directors)in accordance with Section 178(2) of the Companies Act, 2013.This involves receiving inputs from all Committee members.The Board evaluates the performance of IndependentDirectors, pursuant to Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015read with Schedule IV to the Companies Act, 2013.
Pursuant to the provisions of the Section 178(2) of theCompanies Act, 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, the formal annualevaluation was also carried out for the Board's performance, itscommittees & Individual Directors.
A structured performance evaluation form was prepared aftertaking into consideration inputs received from the Directorsand on the basis of the evaluation criteria laid down byNomination and Remuneration Committee and as reviewedand approved by the Board of Directors, covering variousaspects of the Board's functioning including adequacy of thecomposition of the Board and its Committees, Board culture,execution and performance of specific duties, obligations andgovernance, the effectiveness of its processes, information,flow of information or instructions and its functioning.
A separate meeting of Independent Directors was held toreview the performance of Non-Independent Directors, theperformance of the Board of Directors and the performanceof Chairman. The Directors evaluation was broadly based onparameters such as, meeting the expectation of stakeholders,guidance and review of corporate strategy/ risks, participation,Director's contribution to the Board of Directors and Committeemeetings, including preparedness on the issues to be discussedas well as meaningful and constructive contribution and inputsduring the meeting and attendance at Board / Committeemeetings, interpersonal skills. The performance evaluationof the Chairman of the Company was undertaken by theIndependent Directors considering the views of ExecutiveDirectors and Non -Executive Directors. The Chairman wasevaluated on the key aspects of his role, his contribution toensuring corporate governance, leadership qualities, decisionimplementation, understanding of market and industryscenario etc. The Independent Directors also assessed thequality, quantity and timeliness of flow of information betweenthe Company's management and the Board.
The Board held Seven (7) Board Meetings during the financialyear ended 31st March 2025, the details of which are given in theCorporate Governance Report which is annexed and forms partof this report. The intervening gap between two consecutiveBoard Meetings was within the period prescribed under the
Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 and as per theCirculars issued by the Ministry of Corporate Affairs and Securitiesand Exchange Board of India, in this regard. During the yearunder review, the Board has accepted the recommendations ofthe Committees. Details of the Board Meeting have been givenin the Corporate Governance Report.
The Fourth Annual General Meeting of the Company hadbeen convened and duly held pursuant to Section 96 of theCompanies Act, 2013 and rules made thereunder on 28thSeptember 2024.
No Extra Ordinary General Meeting was held during theperiod under review.
The matters relating to ratification of related party transactionwith Kkalpana Industries (India) Limited for the Financial Year2023-24 and to approve material related party transactionswith Kkalpana Industries (India) Limited for financial year 2024¬25, as proposed by Board at its meeting held on 20th May, 2024,were considered by the shareholders through Postal Ballot,result whereof was declared on 26th June, 2024.
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee (constituted on 08.04.2024)The consolidated details of the Committees composition isgiven below. The details in respect to the Committee alongwith their respective composition, number of meetings andattendance at the meeting are provided in the CorporateGovernance Report, which also forms part of this Report
Name of the Committee
Member Name
Chairman/Member
Audit Committee
Mr. Samir Kumar Dutta
Chairman
Mrs. Ramya Hariharan
Member
Mr. Rajesh Kothari
Nomination and Remuneration Committee
Mrs. Mamta Binani
Stakeholders' Relationship Committee
Mrs. Samir Kumar Dutta
Mr. Ddev Surana
Mrs. Rajesh Kothari
Corporate Social Responsibility Committee
Mr. Narrindra Suranna
Risk Management Committee (constituted on 08.04.2024)
The Independent Directors met on 10th February 2025, withoutthe attendance of Non-Independent Directors and membersof the Management. The Independent Directors reviewed theperformance of Non-Independent Directors and the Board asa whole, the performance of the Chairman of the Company,taking into account the views of Executive Directors andNon-Executive Directors and assessed the quality, quantityand timeliness of flow of information between the Company,Management and the Board, that is necessary for the Board toeffectively and reasonably perform its duties.
Your Company has adopted Code of Conduct ("the Code" or"CoC") for its Directors and Senior Management. In terms of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015, all Directors and Senior Management Personnel haveaffirmed compliance, respectively, with the code. The ChiefExecutive Officer has also affirmed and certified the same,pursuant to 34(3) read with Part D of Schedule V to SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015on the basis of Certification received from Directors and SeniorManagerial Personnel, in terms of Regulation 26(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015, which certification is provided in the Report on CorporateGovernance. The Company also has in place the HumanResource (HR) Policy for its employees at all levels, prescribingthe code of conduct for the employees of the company.
The Code of Conduct, in addition to other provisions,provides that the Directors are required to avoid any interestin contracts entered into by the Company. If such an interestexists, they are required to make adequate disclosure to theBoard and to abstain from discussion, voting or otherwiseinfluencing the decision on any matter in which the concernedDirector has or may have such interest. The Code of Conductalso restricts Directors from accepting any gifts or incentivesin their capacity as a Director of the Company, except whatis duly authorized under the Company's Gift Policy. The Codeof Conduct is available on the website of the company underthe head 'Code of Conduct' at https://www.ddevgroup.in/company-charter
In accordance with the provisions of Section 134(5) of theCompanies Act, 2013 the Board of Directors of the companyhereby submit its responsibility Statement as under:
a) in the preparation of the annual accounts, the applicableaccounting standards had been followed along withproper explanation relating to material departures;
b) the directors had selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss ofthe company for that period;
c) the directors had taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the company and forpreventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on agoing concern basis;
e) the directors, had laid down internal financial controlsto be allowed by the company and that such internalfinancial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensurecompliance with the provisions of all applicablelaws and that such systems were adequate andoperating effectively
There has been no change in the registered office of theCompany during the period under review. However, thecorporate office of the company at Mumbai was changedto Lodha Supremus, 453, Senapati Bapat Marg, Lower Parel,Mumbai-400018, as announced at the outcome of boardmeeting held on 10th February, 2025.
Pursuant to the provisions of Section 94 of the Companies Act,2013 and other applicable provisions, if any, of the CompaniesAct, 2013 read with Rule 5(2) of the Companies (Managementand Administration) Rules, 2014 and other relevant rules madethereunder (including any amendment thereto or enactmentthereof for the time being in force), consent of the membersof the Company was accorded, at its meeting held on 29thSeptember, 2022, to keep, maintain and preserve the Registerof Members, Index of Members, Registers required to bemaintained under Section 88 of the Companies Act, 2013 andrules made thereunder, copies of all Annual Returns underSection 92 of the Companies Act, 2013 together with thecopies of certificates and documents required to be annexedthereto or any other register/ documents as may be requiredand permitted, at the office of the Registrar and Share TransferAgent of the Company viz. C B Management Services PrivateLimited situated at P-22, Bondel Road, Kolkata - 700019 or its anyother office within the local limits of the Registered Office of theCompany. However, the RTA's Registered Office was changed toC-101, 01ST Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai-400083 and its Kolkata Branch Office at Rasoi Court, 5th Floor, 20,Sir, R.N. Mukherjee Road, Kolkata - 70001. The Registers, AnnualReturns and copies of permitted certificates and documents arekept and maintained at the RTA'a Kolkata office.
The Company did not have any Subsidiary, Associate and/or Joint Venture Companies during the financial year ended
31.03.2025. However, your company is a subsidiary of BbigplasPoly Private Limited which holds 74.17% of the share capital ofthe company as at 31st March 2025.
Your Company has adopted Policy on Related PartyTransactions(RPTs) which is available on Company's website under thehead 'Policies' at https://www.ddevg roup.in/company-charter.The Audit Committee reviews the Policy periodically and alsoreviews and approves all related party transactions, includingRPTs for which Omnibus approval are accorded, to ensure thatthe same are in line with the provisions of applicable laws andthe RPT Policy adopted by the company.
All RPT entered into by the company, during the year underreview, were in ordinary course of business and at arm's length.Certain transactions, which were repetitive in nature, wereapproved through omnibus route. Further as per provisionsof section 188 of the Companies Act, 2013 and Regulation24 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, approval of members is required forentering into related party transactions that are material, and/or for any modification thereof. The approval for entering intofollowing material related party transactions with KkalpanIndustries (India) Limited ('KIIL') during the financial year 2024¬25 was accorded by the shareholders of the company videpostal ballot, result whereof was declared on 26th June, 2024:
Type of Transaction
Limit (J in Crores)
Sales/ Purchase or supply ofany goods or material, directlyor through appointmentof agent
300.00
Royalty/ Branding Fee
At the rate of Re-1 per kgof finished good subject tonot exceeding H 20 Crores
Lease Rent for availing land
H 3.60 Crores (to be
on lease
increased by 10% every 2years during lease period)
For details of terms and conditions, please refer to the PostalNotice available on the website of the company. The details oftransactions entered during the period are available in Note No41 to the Notes to Financials.
The details of material RPTs, even if it is at arm's length arerequired to be disclosed under section 134(3)(h) of theCompanies Act, 2013, in Form AOC-2 and have accordinglybeen provided as "Annexure 3" to the report. However, thereare no material-related party transactions entered directly withthe Promoters, Directors or any Key managerial Personnel,during the year under review, which may have a potentialconflict of interest with the Company at large.
Prior Omnibus Approval has been obtained for transactionswhich are of a forseen and repetitive nature in the financialyear 2025-26, which shall be reviewed by the Audit Committeeperiodically. The Audit Committee and the Board at itsrespective meeting held on 10th February 2025 had granted
Omnibus Approval for Related Party Transactions relating toSales/ Purchase or supply of any goods or material, directly orthrough appointment of agent and Other Income mainly inform of EPR credits and/or technical assistance to be enteredwith KIIL for an amount not exceeding H 100 crores andH 2 crores, respectively, which shall be reviewed by the AuditCommittee and Board at its meetings.
During Financial Year 2024-25, the Non-Executive Directors ofthe Company had no pecuniary relationship or transactionswith the Company other than sitting fees and reimbursementof expenses, as applicable.
The Statutory Auditors of the Company, M/s. B. Mukherjee &Co. (FRN: 302096E), Chartered Accountants, Kolkata, wereappointed as Statutory Auditors of the Company at the AnnualGeneral Meeting held on 08th November 2021, for a period of 5(five) consecutive years from the conclusion of the said AnnualGeneral Meeting till the conclusion of sixth Annual GeneralMeeting. The Statutory Auditors have confirmed their eligibilityand submitted the certificate in writing that they are notdisqualified to hold the office of the Statutory Auditor for theFinancial Year 2025-26 and have consented to continue to actas Statutory Auditors for the said period, pursuant to applicableprovisions of Section 139 and 141 of the Companies Act, 2013read with Companies (Audit and Auditors) Rules, 2014.
Fees paid to Statutory Auditors:
The total fee for all services paid by the Company to M/s. B.Mukherjee & Co. (FRN:302096E) Statutory Auditors, for thefinancial year 2024-25 are as follows:
Amount (J in Lakhs)
Statutory Audit Fees
3.25
Tax Audit Fees
0.75
Certification Fees
0.00
Any other fees
Total
4.00
The report of the Auditors pertaining to the Accounts in respectof the Financial Year 2024-25 read with Notes on Accounts areself-explanatory and therefore, do not require any furtherclarification. There are no qualifications, reservations oradverse remarks made by the Auditors in its report pertainingto your company for the financial year ended 31st March 2025.
There were no frauds reported by the Auditors under Sub¬Section (12) of Section 143 of the Companies Act, 2013 for thefinancial year ended 31st March 2025.
Maintenance of cost records and requirement of cost audit,as prescribed under the provisions of Section 148 (1) ofthe Companies Act, 2013 read with Rule 4 of Companies(Cost Records and Audit) Rules, 2014, were applicable to theCompany for the financial year ended 31st March 2025.
The Board of Directors had appointed M/s D. Sabyasachi &Co. (Membership No. 000369), Cost Accountants, Kolkata,as the Cost Auditors of the Company for the financial year2024-25. *[The Cost Audit Report for the Financial Year 2024¬25, as issued by them for the said FY does not contain anyqualification, reservation, adverse remark or observation.]
*Inserted on 11.08.2025, as per discussion at Board Meeting held on said date
The maintenance of cost records and requirement of costaudit, as prescribed under the provisions of Section 148 (1) ofthe Companies Act, 2013 read with Rule 4 of Companies (CostRecords and Audit) Rules, 2014, is applicable to the Companyfor the financial year ended 2025- 2026. Accordingly, the Boardof Directors had, on recommendation of the Audit Committee,at its meeting held on 15th May 2025, appointed M/s D.Sabyasachi & Co. (Membership No. 000369), Cost Accountants,Kolkata, as the Cost Auditors of the Company for the financialyear 2025-26 at remuneration of H 30,000/- plus taxes andout-of-pocket expenses, subject to approval of members ofthe Company. The ratification of said remuneration is placedfor consideration of members at the ensuing Annual GeneralMeeting. Resolution and related details on the proposedratification of remuneration payable to Cost Auditors is availablein the Notice of 5th Annual General Meeting. M/s D. Sabyasachi& Co. have also confirmed that their appointment is within theprescribed limits and they are free from any disqualifications asprovided in Section 141 of the Companies Act, 2013.
Pursuant to provisions of Section 204 of the Companies Act,2013 read with Rule 9 of Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 andRegulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the report of the SecretarialAuditor for the Financial Year 2024-25 in Form MR-3 is annexedherewith as "Annexure 4" to this Report. The Board hadappointed Mr. Ashok Kumar Daga (Membership No. FCS-2699, COP-2948), Practicing Company Secretary, to conductSecretarial Audit for the Financial Year 2024-25. The report, asissued by the Secretarial Auditor, is self-explanatory and doesnot call for any further comments and does not contain anyqualification, reservation, adverse remark or observation.
Pursuant to provisions of Section 204 of the Companies Act,2013 read with Rule 9 of Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, Secretarial Audit shall beapplicable to the Company for the FY 2025-26. Further, inaccordance with the recent amendments introduced videSEBI (Listing Obligations and Disclosure Requirements) (ThirdAmendment) Regulations, 2024 effective from 13th December2024, the appointment of Secretarial Auditor shall be approvedby the members ofthe company and in case of an individual shallbe for a term of five consecutive years. Accordingly, the Boardof Directors had, on recommendation of the Audit Committee,at its meeting held on 15th May 2025, considered and proposedthe appointment Mr. Ashok Kumar Daga (Membership No.FCS-2699, COP-2948), Practicing Company Secretary, whohad submitted his consent and eligibility in this regard, asSecretarial Auditor for a period of five years commencing fromFinancial Year (FY) 2025-26, subject to approval of membersof the company, at a remuneration of H 45,000/- (Rupees FortyFive Thousand only), plus applicable taxes and reimbursementof actual travel and other out-of-pocket costs incurred inconnection with the audit for the financial year 2025-26 andat such fees, as may be decided by the Board of Directors inconsultation with the Secretarial Auditor and being mutuallyagreed upon plus taxes as applicable and in addition toreimbursement of actual travel and out of pocket expensesincurred incidental to their function for the remaining periodof his appointment. It may be noted that he also confirmedthat he has been peer reviewed.
SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019introduced that listed companies shall additionally, on anannual basis, require a check by Practicing Company Secretary("PCS") on compliance of all applicable SEBI Regulations andcirculars/ guidelines issued thereunder, consequent to which,the PCS shall submit a report to the listed entity. Further,Regulation 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 also prescribed the same.The Board had appointed Mr. Ashok Kumar Daga (MembershipNo. FCS-2699, COP-2948), Practicing Company Secretary, toconduct Annual Secretarial Compliance Audit for the FinancialYear 2024-25. The Annual Secretarial Compliance Report issuedby him is annexed as "Annexure 5" to this Report and it shallbe submitted to the Stock Exchange as per the requirementof the said circular and Regulation. The report, as issued byAnnual Secretarial Compliance Auditor, is self-explanatory anddoes not call for any further comments and does not containany qualification, reservation, adverse remark or observation.
Pursuant to provisions of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019 read with Regulation 24Aof SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company shall be required to submitto stock exchange the Annual Secretarial Compliance Reportfor the FY 2025-26. Further, in accordance with the recentamendments introduced vide SEBI (Listing Obligations and
Disclosure Requirements) (Third Amendment) Regulations,2024 effective from 13th December 2024, such report shall besigned only by the Secretarial Auditor or by a Peer ReviewedCompany Secretary satisfying the prescribed criteria statedtherein. In view of the prescribed provisions the Board had, onrecommendation of the Audit Committee, at its meeting heldon 15th May 2025, considered and proposed that Mr. AshokKumar Daga (Membership No. FCS-2699, COP-2948), PracticingCompany Secretary, who had been proposed to be appointedas Secretarial Auditor and who had submitted his consent andeligibility to undertake annual secretarial compliance audit, shallconduct the same for the Financial Year 2025-26, subject to hisappointment being approved by the members of the company.
The provisions of Section 138 of the Companies Act, 2013read with Rule 13 of Companies (Accounts) Rules, 2014,are applicable to the Company. Accordingly, the Boardhad appointed M/s B. Chakrabarti & Associates, CharteredAccountants, Kolkata (Firm Registration No. 305048E) asInternal Auditors for the Financial Year 2024-25. The internalAuditors have submitted their report on a quarterly basis tothe Audit Committee and Board and the same was reviewedby it. The suggestions, if any, by the Internal Auditor weresuitably implemented/ directed to be implemented (incase oflast quarter), during the year under review.
The provisions of Section 138 of the Companies Act, 2013 readwith Rule 13 of Companies (Accounts) Rules, 2014 pertaining toInternal Audit shall be applicable on Company for the financialyear ended 31st March 2026. The Board of Directors of yourCompany had, on recommendation of the Audit Committee,at its meeting held on 15th May 2025, appointed M/s B.Chakrabarti & Associates, Chartered Accountants, Kolkata (FirmRegistration No. 305048E) as Internal Auditors for the FinancialYear 2025-26, on recommendation of Audit Committee, whohad submitted his consent and eligibility in this regard.
During the year under review, the Company had complied withthe applicable clauses of Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI) and has devisedproper systems to ensure compliance thereto.
None of the employees, employed during the year, was inreceipt of remuneration, in aggregate of Rupees 1,02,00,000 ormore per annum for the financial year 2023-24, or H 8,50,000or more per month for any part of the Financial Year, as setout in the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, Therefore, no such detailshave been provided as required under section 197(12) ofthe Companies Act, 2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of managerialPersonnel) Rules, 2014.
The ratio of remuneration of each Director to the medianemployee's remuneration and other details in accordancewith sub-section 12 of Section 197 of the Act, read with Rule5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended, forms part ofthis report and is marked as "Annexure 6"
Pursuant to the provisions of section 92(3) and 134(3)(a) of theCompanies Act, 2013 read with Rule 12(1) of the Companies(Management and Administration) Rules, 2014, the annualreturn for the Financial Year 2024-25 is uploaded on thewebsite of the Company under the head 'General Meeting' athttps://www.ddevgroup.in/corporate-announcement
Your Company firmly believes in providing a safe, supportiveand friendly workplace environment - a workplace where ourvalues come to life through the supporting behaviors. Positiveworkplace environment and great employee experienceare integral part of our culture. Your Company continuesto take various measures to ensure a workplace free fromdiscrimination and harassment based on gender.
Your Company educates its employees as to what may constitutesexual harassment and in the event of any occurrence of anincident constituting sexual harassment. Your Company hascreated the framework for individuals to seek recourse andredressal to instances of sexual harassment. Your Company hasa Sexual Harassment Prevention and Grievance Handling at theWorkplace Policy in place to provide clarity around the process toraise such a grievance and how the grievance will be investigatedand resolved. As per the requirement of Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act,2013 and Rules made thereunder, as amended from time to time,the Company has in place Internal Complaints Committee (ICC)which has been setup to redress complaints regarding SexualHarassment. There are regular sessions offered to all employeesto increase awareness on the topic and the Committee and othersenior members undergo training session.
The following is the summary of Sexual Harassment complaintsreceived and disposed off during the year under review:
No. of Complaints at the beginning of the Financial Year (i.e.
01.04.2024) - Nil
No. of Complaints received during the Financial Year (i.e.2024-25) - Nil
No. of Complaints disposed off during the Financial Year(i.e. 2024-25) - Nil
No. of pending at the end of the Financial Year (i.e.
31.03.2025) - Nil
All employees (permanent, contractual, temporary andtrainees) are covered under the captioned Act. Your directorsare pleased to state that working atmosphere of your companyis very healthy for male and female employees/ workers.
The Company strongly believes in collective and sustainabledevelopment. As part of society, it strongly follows the valuesof collective growth. We believe that we have a responsibilityto bring enduring positive value to the communities we workwith. Further, the provisions of Corporate Social Responsibility("CSR") as prescribed in Section 135 of the Companies Act,2013 read with Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 ('the CSR Rules') are also applicable to theCompany for the financial year (FY) 2024-25. The companyalso has in place the CSR Policy, as adopted by the boardand available on the website of the company under the head'Policies' at https://www.ddevgroup.in/company-charter andhas also constituted Corporate Social Responsibility (CSR)Committee for regulating and monitoring the CSR Activities.During the FY 2024-25 the Company was required to expendH 301.16 Lakhs towards identified CSR Activities as per theCSR Policy adopted by the Company, however the Companyhad spent H 309.51 lakhs towards identified CSR activitiesas per the CSR Policy adopted by the Board. Therefore, theCompany had spent excess amount of H 8.35 lakhs, which thecompany proposes to set off with required CSR expenditurein the coming year, subject to compliance with Rule 7 of theCSR Rules. The requisite disclosures required to be made bythe Company in respect to CSR is provided in this report andmarked as "Annexure 7".
As a responsible corporate citizen, the Company supportsthe 'Green Initiative' undertaken by the Ministry of CorporateAffairs, Government of India, enabling electronic deliveryof documents including the Notices, Annual Report,communications etc. to shareholders at their e-mail addressregistered with the Depository Participants ("DPs") andRegistrar and Share Transfer Agent ("RTA"). To support the'Green Initiative', shareholders who have not registered theiremail addresses are requested to register the same with theCompany's RTA/Depositories for receiving all communications,including Annual Report, Notices, Circulars, etc., from theCompany electronically.
Ministry of Corporate Affairs has permitted companies tosend electronic copies of Annual Report, notices, etc. to theregistered E-mail addresses of shareholders. Your Companyhas accordingly arranged to send the electronic copies ofthese documents to shareholders whose email addressesare registered with the Company/ Depository Participant(s),wherever applicable. In accordance with the MCA andSEBI circulars, issued in view of the COVID-19 pandemic,the Company can send only electronic copies of notice ofAGM and Annual Report on registered email addresses ofthe shareholders available with the company/RTA or thedepositories. Hence physical circulation of notice of AGM andAnnual Report is dispensed with; electronic circulation throughE-mail shall suffice. In accordance with the MCA Circulars andSEBI Circulars, in regards to norms to be followed in view ofCOVID-19, your company has also adopted the facility ofE-Voting at the AGM in addition to the Remote E-Voting facilitythat is provided in accordance with 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 & DisclosureRequirements) Regulations, 2015, as amended, and SecretarialStandards on General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India.
Your company has also taken various energy conservationmeasures to support the sustainable development andenvironment protection objectives of the Company. Thecompany has installed rainwater harvesting facilities at itsUnits and solar panels at Surangi Unit of the Company toreduce carbon emissions. We have also taken the initiativeto plant trees at our manufacturing units. Further details ofenergy conservation measures adopted by the companyhave been discussed in the Annexure 10 being the BusinessResponsibility and Sustainability Report ("BRSR") forming partof this report and also Annexure 1 containing the Particularsof Conservation of Energy, Technology Absorption and ForeignExchange Earnings and Outgo as per section 134 (3) (m) of theCompanies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014 for the year ended 31st March, 2025.
Your company has made requisite and relevant disclosuresin the Management's Discussion and Analysis Report inaccordance with provisions of Regulation 34(e) of SEBI (ListingObligations and Disclosures Requirements) Regulations,2015, annexed herewith and marked as "Annexure 8". TheManagement's Discussion and Analysis forms an integral part ofthis report and gives details of the overview, industry structureand developments, different product groups of the Company,operational performance of its business segments etc.
The Company has taken the requisite steps to comply withthe requisite recommendations concerning CorporateGovernance. The Company is committed to good corporategovernance practices. The report on Corporate Governancefor the financial year ended 31st March 2025, as per regulation34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, forms part of thisAnnual Report and is annexed to this Report and marked as"Annexure 9". The requisite Certificate from the StatutoryAuditors of the Company confirming compliance with theconditions of Corporate Governance forms part of the report.
In Compliance with Regulation 34(2)(f) of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the top one thousand listed entities based on marketcapitalization, are required to prepare a Business Responsibilityand Sustainability Report on the environmental, social andgovernance disclosures. The company prefers to make avoluntary disclosure in this regard for the financial year2024-25. Although the reporting was not applicable to the
company during the period under review, the company hadvoluntarily, in view of better corporate governance principles,availed professional services for gap assessment in thepolicies and procedures adopted by the company in order tostreamline the same with BRSR requirements and standards.The second Business Responsibility and Sustainability Reportof the Company ("BRSR") for the financial year 2024-25 in thespecified format forms part of this Board of Director's Reportand is marked as "Annexure-10"
The Industrial relations of the Company with its personnelhas continued to be cordial and amicable. Your Directorsacknowledge and appreciate the efforts and dedication ofemployees to the Company. Your directors wish to place onrecord the co-operation received from the Staff and Workers,at all levels and at all units.
Your Directors state that no disclosure or reporting is requiredin respect of the following items:
1. Issue of Equity Shares with differential rights as todividend, voting or otherwise since no such issue wasmade during the year under review
2. Your Company does not have any subsidiaries. Hence,neither the Managing Director nor the Whole-TimeDirectors of your Company received any remuneration orcommission during the year, from any of its subsidiaries
3. Since the company does not have any subsidiary/associate and/or joint venture therefore reporting of itsperformance is not applicable.
4. The details of difference between amount of thevaluation done at the time of one-time settlement andthe valuation done while taking loan from the Banks orFinancial Institutions along with the reasons thereof isnot applicable since the company has not entered intoany such arrangement.
5. No disclosure with respect to the details of applicationmade or any proceeding pending under the Insolvencyand Bankruptcy Code, 2016 ("IBC") during the yearalong with their status as at the end of the financialyear is required since no application was filed forcorporate insolvency resolution process, by a financial oroperational creditor or by the Company itself under theIBC before the National Company Law Tribunal.
Your Directors takes this opportunity to thank the FinancialInstitutions, Banks, Central and State Government authorities,Regulatory authorities, Stock Exchange and all the variousstakeholders for their continued support, co-operation tothe Company and look forward for their continued supportin coming years.
The Board wishes to place on record its sincere appreciation ofthe efforts put in by your Company's employees and workersat all level for their enormous efforts as well as their collectivecontribution to the Company's performance and encouragingresults. The Board also wishes to thank the shareholders,distributors, vendors, customers and all other businessassociates for their support during the year.
For Ddev Plastiks Industries Limited
Date: 15.05.2025 Narrindra Suranna (DIN: 00060127)
Place: Kolkata Chairman and Managing Director