Dynamic Cables Ltd Directors Report

To,

The Members of

Dynamic Cables Limited

The Board of Directors of your Company are pleased to present the 17th Annual Report on the business, operations and state of affairs of the Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2024

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

The Company has recorded the following eminent financial performance, for the year ended on March 31, 2024:

		(Rs. in lakhs)
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operation	76,800.36	66,863.02
Other income	348.86	311.75
Total Income	77,149.22	67174.77
Profit before Finance costs and Depreciation	8,076.86	6,589.14
Finance Cost	2,074.09	1,622.62
Depreciation	926.19	791.17
Profit before Tax	5,076.58	4,175.35
Income Tax Expenses	1,299.44	1,074.00
Profit after Tax	3,777.14	3,101.35
Earning Per Share
Basic (in INR)	17.16	14.09
Diluted (in INR)	17.16	14.09

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

2. OVERVIEW OF COMPANYS OPERATIONAL AND PERFORMANCE HIGHLIGHTS

Your Company is engaged in the business of manufacturing and supply of cables and conductors across India and many overseas countries. There has been no change in the business of the Company during the financial year ended on March 31, 2024.

During Financial year 2023-24, your company witnessed growth of 15% by achieving Rs. 76,800.36 lakhs revenue from operations as compared to Rs. 66,863.02 lakhs in previous financial year and delivered Net Profit after Tax (PAT) of Rs. 3,777.14 lakhs as compared to Rs. 3,101.35 in last financial year. The Companys overall performance during the Financial Year 2023-24 was robust resulting in improvement in all operational and financial parameters. For more details, please refer to the Management Discussion and Analysis Report (MDAR), forming part of this Report in “Annexure F”, which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company.

3. CHANGE IN CAPITAL STRUCTURE

The capital structure of the Company remained unchanged during the financial year 2023-24. As on March 31, 2024, the Authorised share capital of the Company is Rs. 23,00,00,000 (Rupees Twenty Three Crores only) divided into 2,30,00,000 (Two Crores and Thirty Lakh) Equity Shares of Face Value of Rs.10/-(Rupees Ten Only) and the Issued, subscribed and Paid up Equity Share Capital is Rs. 22,01,40,000 (Rupees Twenty Two Crores One Lakh and Forty Thousand only) divided into 2,20,14,000 (Two Crores Twenty Lakh and Fourteen Thousand ) equity shares of Rs. 10/- (Rupees Ten) each.

4. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

5. TRANSFER TO RESERVES

The Board of Directors has not proposed to transfer any amount to Reserves of the Company during the year under review

6. DIVIDEND

Your Company adequately divides its profits between itself and its shareholders, thus always strives to maintain a balance by providing an appropriate return to the Shareholders while simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

During the financial year, the Board of Directors with the approval of the shareholders had declared the final dividend for the financial year 2022-23 of Rs. 0.50/- (5%) per equity share. Also, the Board of directors at its meeting held on May 14, 2024 has recommended a final dividend of Rs. 0.50/- (5%) per equity share for the Financial year 2023-24 and the same is subject to the approval of members at the 17th Annual General Meeting to be held on Wednesday, July 31, 2024.

The proposed dividend, subject to approval of Shareholders in the ensuing Annual General Meeting of the Company, would result in appropriation of Rs. 110.07 lakhs (net of TDS). The Register of Members and Share Transfer books will remain closed from Thursday, July 25, 2024 to Wednesday, July 31, 2024 (both days inclusive) for the purpose of payment the dividend for the financial year March 31, 2024.

7. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Section 124 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”), as amended, mandate the companies to transfer the dividend that has remained unclaimed/un-encashed for a period of seven years from the date of transfer to unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the shares on which dividend has not been claimed or encashed for seven consecutive years or more be transferred to the IEPF.

During the financial year under review, there were no funds/shares which were required to be transferred to Investor Education and Protection Fund (IEPF) by the Company. The details of unpaid/unclaimed dividend is available on the Companys website i.e. www.dynamiccables.co.in

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report, and is attached herewith as “Annexure-F”.

9. MATERIAL CHANGES & COMMITMENTS

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

10. MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

11. PARTICULARS OF LOANS, GUARANTEES

AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 forms a part of the Note No. 3 to the financial statements provided in this Annual Report.

12. CREDIT RATING

During the Financial year 2023-24, on the basis of recent development including operational and financial performance of the Company. Company has obtained credit rating from

CRISIL and India Ratings and Research Private Limited are as follows:

	CRISIL Ratings on the bank facilities of Dynamic Cables Limited
Long Term Rating	CRISIL A-/Stable (Upgraded from CRISIL BBB+/Positive)
Short Term Rating	CRISIL A2+ (Upgraded from CRISIL A2)

*CRISIL has upgraded rating on banking facilities on January 25, 2024

India Ratings and Research (Ind-Ra) Ratings on the bank facilities of Dynamic Cables Limited

Fund-based working capital limits	Affirmed IND A-/Stable/IND A1
Non-fund-based working capital limits	Assigned IND A1
Term loan	Affirmed IND A-/Stable

*India Ratings and Research has affirmed/assigned the credit ratings banking facilities on January 19, 2024

13. RELATED PARTY TRANSACTIONS

All the related party transactions during the year are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions, for its review.

The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC- 2 as Annexure A. Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 42 of the Financial Statements for the Financial Year ended March 31, 2024 in accordance with the Accounting Standards.

The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Companys website at the web link https://www.dynamiccables.co.in/Policy-on-Related-Party-Transactions.pdf

14. NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from other Board businesses. During the Financial Year 2023-24, the Board of Directors of the Company met 6 (Six) times on 23rd May, 2023, 07th July, 2023, 31st July, 2023, 9th September, 2023, 09th November, 2023 and 05th February, 2024.

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors issued by the Institute of Company Secretaries of India. For further details, please refer report on Corporate Governance annexed as Annexure E and forming part of this Annual Report.

15. COMMITTEES OF THE BOARD

The Board of Company has constituted the following Committees to focus on specific areas and take informed decisions in the best interests of the Company within authority delegated to each of the Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Finance Committee

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2023-24 are provided in the Corporate Governance Report annexed as “Annexure E”.

16. Directors & Key Managerial Personnel

As on March 31, 2024, your Companys Board had seven Board Members comprising of one Executive Director, two Non-Executive Non-Independent Directors and four Non-Executive Independent Directors including one woman Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report in Annexure-E

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder, Mr. Sumer Singh Punia (DIN: 08393562), Non-Executive Director retired by rotation at the 16th Annual General Meeting (AGM) dated August 09, 2023 of the Company and was re-appointed by the Shareholders of the company.

During the financial year 2023-24, no other change took place in the composition of the Board of Directors.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Rahul Mangal (DIN: 01591411) being longest in the office from the date of his last re-appointment shall retire by rotation at the ensuing 17th AGM and being eligible, has offered himself for re-appointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (“NRC”) has recommended his reappointment.

Pursuant to the provisions of Section 203 and Section 2(51) of the Act, Mr. Ashish Mangal, Managing Director, Mr. Murari Lal Poddar, Chief Financial Officer and Ms. Naina Gupta, Company Secretary are the Key Managerial Personnel of the Company as on March 31, 2024. There was no change in the Key Managerial Personnel during the year.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors under Sections 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulations 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (hereinafter referred to as ‘Listing Regulations) confirming that they meet the criteria of independence as prescribed thereunder. The Independent Directors have affirmed compliance with the Code for Independent Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including proficiency) and expertise and they hold highest standards of integrity. Further, Independent Directors fulfill the conditions of appointment as specified in the Listing Regulations and are Independent of the Management. The names of Independent Directors are included in Independent Directors data bank maintained with the Indian Institute of Corporate Affairs (‘IICA) in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

None of the Directors are disqualified for being appointed as Director as specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

18. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of ‘Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and that of the individual Director The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Pursuant to the provisions of section 178 of the Companies Act, 2013, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guide to Board Evaluation issued by the Institute of Company Secretaries of India, performance evaluation was carried out through a structured questionnaire prepared separately for the Board, Committees and individual Directors.

In a separate meeting of Independent Directors held on March 30, 2024, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee in their meeting held on May 14, 2024 reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. The Board assesses the performance of the Individual Director, Board Committees and Board as a whole on the basis of various criteria with the aim to improve the effectiveness of the individual Director, Committees and the Board.

The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Companies Act, 2013 (“Act”) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at https://www.dynamiccables.co.in/familiarization-programme-for-independent-directors.html

20. AUDITORS AND AUDITORS REPORT

(a) Statutory Auditors

Pursuant to Section 139(1) of the Companies Act, 2013 M/s A. Bafna & Co., Chartered Accountant (FRN: 003660C) were appointed as the Statutory Auditors of the Company at 16th Annual General Meeting of the Company held on August 09, 2023 to hold office for a term of 5 (five) years until the conclusion of 21st Annual General Meeting of the Company to be held in the calendar year 2028.

Further Audit Report does not contain any qualifications, reservations or adverse remarks. The Notes to Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

The Statutory Auditors have confirmed their eligibility under Section 141 of the Act. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India (“ICAI”) and they hold a valid certificate issued by the Peer Review Board of ICAI.

(b) Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, The Board of Directors has appointed M/s. V. M. & Associates, Company Secretaries (FRN P1984RJ039200) as Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2023-24.

Accordingly, they have conducted Secretarial Audit for the Financial Year 2023-24 and Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-B. Pursuant to provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditors have also issued Annual Secretarial Compliance Report for the F.Y. 2023-24. Both the reports do not contain any qualification, reservation or adverse remark.

Further, the Board on recommendation of Audit Committee has approved the re-appointment of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit for the Financial Year 2024-25. They have confirmed their eligibility for the said re-appointment.

(c) Cost Auditor

The cost accounts and records as required to be maintained by the company under Section 148(1) of Companies Act, 2013 are duly made and maintained. Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has appointed M/s Maharwal & Associates (FRN: 101556) as Cost Auditors for the financial year 2023-24.

The Company has received Cost Audit Report on the cost accounts of the Company for the financial year ended on March 31, 2024 and the same will be filed with Ministry of Corporate Affairs (MCA) within the prescribed time limit provided under the Companies Act, 2013 and rules made thereunder. The Cost Audit Report does not contain any qualifications, reservations, or adverse remarks.

The Board on recommendation of Audit Committee has approved the re-appointment of M/s Maharwal & Associates (FRN: 101556) as Cost Auditor to conduct the audit of cost records of your Company for the financial year 2024-25. They have confirmed their eligibility for the said re-appointment. The payment of remuneration to Cost Auditor requires the approval/ratification of the members of the Company and necessary resolution in this regard has been included in the notice of the ensuing Annual General Meeting of the Company.

(d) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of the Company has appointed M/s DLS & Associates LLP, Chartered Accountants, (FRN: C400023) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-24. The Internal Auditors reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings as well as the adequacy and effectiveness of the internal control measures.

Further, the Board on recommendation of Audit Committee has approved the re-appointment of M/s DLS & Associates LLP, Chartered Accountants, (FRN: C400023) as Internal Auditors of the Company to carry out internal audit for the Financial Year 2024-25. They have confirmed their eligibility for the said reappointment.

(e) Instances of Fraud, if any, reported by the Auditors

During the year under review, the Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

21. PREVENTION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by Insider for prohibition of Insider Trading in the shares of the Company. The code inter alia prohibits purchase/sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the trading window is closed. The Company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and the said code is available on the Companys website and can be accessed at https://www.dynamiccables.co.in/CODE-OF%20PRACTICES-AND-PROCEDURES-FOR-FAIR-DISCLOSURE-OF-UPSI.pdf

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company believes in the conduct of its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

The Company has established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code of Conduct of the Company. It also provides for adequate safeguards against the victimization of employees who avail the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases.

During the Financial Year under review, no whistle blower event was reported and mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the Company at https://www.dynamiccables.co.in/ whistle-blower-policy.pdf

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-C of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, kindly refer to the Corporate Governance Report, which is a part of this report. The Company has CSR Policy in place and the same can be accessed at https://www.dynamiccables.co.in/CSR-Policy.pdf

24. RISK MANAGEMENT

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. A detailed note on Risk Management is included in the Management Discussion and Analysis Report which forms part of this Annual Report as Annexure-F.

There are various elements of risk which, in the opinion of the Board, may threaten the existence of the Company some of which are as follows:

• Economic Environment and Market conditions

• Political Environment

• Competition

• Fluctuations in Foreign Exchange

• Contractual Compliance

• Operational Efficiency

Our risk management approach is composed primarily of three components:

• Risk Governance

• Risk Identification

• Risk Assessment and Control.

All the Senior Executives under the guidance of the Chairman and Board of Directors has the responsibility for over viewing managements processes and results in identifying, assessing and monitoring risk associated with Organizations business operations and the implementation and maintenance of policies and control procedures to give adequate protection against key risk.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company recognises its duty to provide safe and secure working environment at the workplace and thus, in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy for prevention of Sexual Harassment of Women at the workplace and has also set up an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Board takes pride in presenting the summary of sexual harassment complaints received and disposed of during the year 2023-24:

Your Board takes pride in presenting the summary of sexual harassment complaints received and disposed of during the year 2023-24:

Number of complaints pending at the beginning of the year : NIL

Number of complaints received during the year :

NIL

Number of complaints disposed off during the year: Not Applicable

Number of cases pending at the end of the year : Not Applicable

The Company conducted various employee training sessions on the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act of 2013 for employees.

26. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2024 in Form MGT-7 is available on the Companys website at https://www.dynamiccables.co.in/Annual-Return-2023-24.pdf

27. DEPOSITS

During the financial year under review, your Company has neither invited nor accepted or renewed any fixed deposit from public in terms of provisions of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on March 31, 2024. Please refer Note no. 15 of the financial statement pursuant to Rule 2 (1) (c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 for borrowings from directors.

28. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

Your Company has adopted policies and procedures adequate with the size of its business operations for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy section in Managements discussion and analysis Report, which forms part of this Annual Report as Annexure-F.

During the financial year under review, the Statutory

Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2023-24 has given unmodified opinion.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the year under review.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ sustainable technology for more efficient operations.

The particulars relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to Section 134 of the Companies Act 2013 read with rules made thereunder is annexed herewith and marked as Annexure D to this report.

30. NOMINATION AND REMUNERATION POLICY

In terms of provisions of Section 178(3) of the Companies Act, 2013 (“Act”) , the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non- Executive) and criteria for remuneration for the Directors, Key Managerial Personnel and Senior Management employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act

During the year under review, the Nomination and Remuneration Policy was amended to include the revised definition of senior management consequent to its amendment under the Listing Regulations. As per the revised definition, all the functional heads of the Company would now also be classified as senior management The said policy is available on the website of the Company at following link: https://www.dynamiccables.co.in/nomination-&remuneration-policy.pdf

The other details in respect of policy on remuneration has been disclosed in the Corporate Governance Report, which is a part of this report Annexure E.

31. CORPORATE POLICIES

Your Board seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. Listing Regulations mandate the formulation of certain policies for all listed companies. The corporate governance policies are available on the Companys website, at https://www.dynamiccables.co.in/policies-codes.html. The policies are reviewed periodically by the Board and updated as needed.

32. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the

Company and percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in financial year
Non- Executive Directors:
Rahul Mangal	-	-
Sumer Singh Punia	-	-
Shweta Jain*	-	-
Ashok Kumar Bhargava*	-	-
Saurav Gupta*	-	-
Bharat Moossaddee*	-	-

 

Name	Ratio to median remuneration	% increase in remuneration in financial year
Executive Director:
Ashish Mangal	135.28	13.63
Chief Financial Officer:
Murari Lal Poddar	12.89	8.96
Company Secretary:
Naina Gupta	3.73	11.24

*No remuneration paid except, payment of eligible sitting fees to Independent Directors.

*In line with the internal guidelines, no commission was paid to Directors

(ii) The percentage increase in the median remuneration of employees in the financial year is (17.20%)

(iii) The total number of permanent employees on the rolls of Company: 840

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in the remuneration of all employees excluding KMP is 22.43%

Average increase in the remuneration of KMP is 8.80%

Increase in salary is based on the Companys performance, individual performance. It is hereby affirmed that the remuneration is as per the remuneration policy of the Company. In addition, the increase in remuneration of managerial personnel viz. Managing Director is within the limits approved by the shareholders.

(v) The statement containing particulars of employees as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given herein below:

S. No Name of Employee	Designation	Remuneration Received (Rs. in Lakhs)	Nature of employment (contractual or otherwise)	Quali cation	Experience (in yrs.)	Date of commencement of employment	Age	Last employment held by such employee before joining the Company	Whether Relative of the Director, if yes name of the Director
1. Mr. Ashish Mangal	Managing Director	250.00	Contractual	B.Com	28	03.04.2007	49	Own Business	Brother of Mr. Rahul Mangal
2. Mrs. Shalu Mangal	Vice President (Accounts)	100.00	Contractual	MBA	16	22.07.2017	45	Own Business	Wife of Mr. Ashish Mangal
3. Mr. Manavalan Srinivasan	Vice President (Marketing)	23.90	Onroll Employee	Graduate (Economics)	35	06.02.2018	63	Diamond Power Infrastructure Ltd.	-
4. Mr. Mahesh Inderjit	Senior General Manager (Production)	23.86	Onroll Employee	B.Sc.	30	20.08.2021	59	Ravin Cables	-
5. Mr. Murari Lal Poddar	CFO	23.83	Onroll Employee	CA	25	14.06.2003	52	Wires & Fabrics (S.A) Ltd.	-
6. Mr.Ashok Kumar Sharma	Vice president (Marketing)	23.58	Onroll Employee	B.E, MBA	20	01.04.2016	58	Krishna Electricals Industries Ltd.
7. Mr. Harnath Singh Bhati	General Manager (Maintenance)	18.34	Onroll Employee	Dip in Mech. Engg	22	01.10.2019	56	Dynamic Metals
8. Mr. Suresh Kadam	Vice President (Marketing)	16.42	Onroll Employee	Bachelor of Engineering (Electrical)	26	01.01.2006	53	Krishna Electrical
9. Mr. Shailendra Kumar Pandey	DGM- Operations	14.49	Onroll Employee	Diploma in Electrical Engineering	29	14.06.2022	52	Apar Industries Ltd
10. Mr. Kaushik Harjivan Waghela	Senior Manager	13.16	Onroll Employee	Bachelor in Technology (Electrical)	18	01/04/2023	43	TORRENT POWER LIMITED

Notes :

1. None of the employees of the Company are covered under Rule 5 (2) (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as none of the employee is in receipt of remuneration in excess of remuneration drawn by Managing Director & Whole Time Directors and holding more than 2% of the paid-up capital of the Company.

2. Except above, none of the person was employed for the full year and was in receipt of remuneration of Rs. 102 Lakhs or more and employed for part of the year and was in receipt of remuneration aggregating to Rs. 8.50 Lakhs or more per month.

33. CORPORATE GOVERNANCE

Your board has put their sincere efforts in doing a good job by following good governance practices. Accordingly the Company has complied with the requirements of corporate governance as stipulated under the SEBI Regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), form part of the Boards Report. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report.

34. COMPLIANCE OF SECRETARIAL STANDARDS ISSUED BY THE ICSI

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards (SS) on various aspects of corporate law and practices. The Company has duly complied with all the applicable Secretarial Standards.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Financial Statements for the financial year ended March 31, 2024:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made

judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared annual accounts for the financial year ended March 31, 2024 on a going concern basis;

(v) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively;

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. OTHER DISCLOSURES

All the directors and Senior Management Personnel (SMP) of the Company have complied with the provisions stipulated in the Code of Conduct for Board and SMP.

The Company has not issued any debentures, warrants, bonds, sweat equity shares, any shares with differential rights or any convertible & non convertible securities during the year under review.

There was no revision of financial statements and Boards Report of the Company during the year under review.

The Company does not have any stock option plan in force.

There has been no change in the nature of business of the Company as on the date of this report;

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

There was no instance of onetime settlement with any Bank or Financial Institution.

Other disclosures with respect to Boards Report as required under the Companies Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable

37. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep sense of gratitude to the Bankers, various departments of State/Central Government and local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every member of the Dynamic family. To all shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

	For and on behalf of Board of Directors
	For Dynamic Cables Limited
	Rahul Mangal
	Chairman
	(DIN: 01591411)
Place: Jaipur	Registered Of ce:
Date: May 14, 2024	F-260, Road No. 13, VKI Area, Jaipur 302013 (Rajasthan)