=2\one eect
Directors’ Report
Dear Members,
Your Directors hereby present their Seventeenth integrated Annual Report highlighting the Company's
business and operations along with the Audited Financial Statements of your Company, DOMS Industries
Private Limited (“DOMS" and/or “the Company") for the Financial Year 2022 - 2023. The consolidated
performance of the Company and its subsidiaries has been referred to wherever required.
Exhibit 1: Financial Highlights _{(Rs. in lakhs)
Particulars ie ‘Standalone Consolidated ]
__ 20-23 | rovs2 | a0ak2s | 2022
Revenue from Operations 108,246.67 | 61,819.52 | 121,149.04 | 68,360.12
Other Income zi 389.89 | 21503| 463.25 262.34
Total Income - 108,636.56 | 62,034.55 | 121,652.29 68,622.46
Operating Profit 16,771.52 | 6,089.98 | 19,129.21 7,233.67
Finance Cost 1,001.22 862.57 | 1,188.00] ‘1,029.98
| Depreciation _ 3,836.60| 3,614.84 4,065.03 3,801.33
[Profit/ (Loss)beforeTax 11,933.70 | 1,612.57 |_ 13,876.28 2,402.35
Less: Provision for Tax i
[Current Tax - 327153 | 52538] 378524;
Deferred Tax (196.28) (97.68) (196.07) (65.42)
Profit/ (Loss) forthe year 8,858.05| 1,184.87 | 10,287.11 1,713.96
Other Comprehensive income/ (Loss) (728) | (72.46) (820) (72.46)
Total Comprehensive income/ (Loss) for | 8,850.77] 1,112.41 | 10,283.91
the year I |
1,641.50 |
Reserves
The Company does not propose to transfer any amount to its general reserve and the amount available
for appropriation is proposed to be retained in surplus in the Statement of Profit and Loss.
Dividend
In line with Dividend Distribution Policy of the Company, the Board of Directors of the Company on June
16, 2023, have declared and paid an interim dividend of Rs. 250 per Equity Share for the Financial Year
2022 - 2023. Further, considering the significant growth opportunities in our current business, we believe
that expansion of production capacities should maximize returns for our shareholders in the near future.
Hence, pursuant to the growth opportunities, the Board of Directors of the Company does not
recommend any final dividend for the Financial Year 2022 - 2023,
Page | 1Annual Report
2022-2023
During the Financial Year 2022 - 2023, the Company's standalone revenues from operations stood at
Rs. 108,246.67 lakhs, a significant increase of 75.10 % as compared to Rs. 61,819.52 lakhs during the
previous Financial Year. Further, for the Financial Year 2022 - 2023, domestic sales and export sales were
Rs. 87,733.48 lakhs and Rs. 20,289.50 lakhs respectively, as compared to Rs. 49,133.09 lakhs and
Rs. 12,479.32 lakhs during the previous Financial Year.
Exhibit 2: Standalone Revenue Comparison (Rs, in lakhs)
1247332
rozi-22
- 20,000.00 40,000.00 60,000.00 80,000.00 _1,00,000.00
@ Export Domestic
Consolidated
In line with growth in standalone revenues coupled with the high growth in revenues of Pioneer
Stationery, consolidated revenues are also registered a healthy growth of 77.28 % inancial Year 2022
~ 2023, to Rs. 121,189.04 lakhs as compared to Rs. 68,360.12 lakhs during the previous Financial Year.
Further, for the Financial Year 2022 - 2023, domestic sales and export sales were Rs. 95,021.22 lakhs and
Rs. 25,744.73 lakhs respectively as compared to previous Financials Year figure of Rs. 51,580.94 lakhs and
Rs. 16,461.08 lakhs.
Exhibit 3: Consolidated Revenue Comparison (Rs. in lakhs)
95,021.22
- 20,000.00 40,000.00 60,000.00 80,000.00 1,00,000.00
1 Export Domestic
Page | 2Ar I Re t
Bye) aa 0222083
Profitability
Standalone
Operating Profit on a standalone basis for the Financial Year 2022 - 2023 increased to Rs. 16, 771.52 lakhs
from Rs. 6,089.98 lakhs during the previous Financial Year. During the Financial Year 2022-2023, the
Company's Net Profit after Tax was Rs. 8,858.05 lakhs as compared to Net Profit after Tax was Rs. 1,184.87
lakhs during the previous Financial Year.
Consolidated
Consolidated Operating Profit for the Financial Year 2022 - 2023 stood at Rs. 19,129.21 lakhs from
Rs. 7,233.67 lakhs during the previous Financial Year. During the Financial Year 2022 - 2023, the
Company's Net Profit after Tax was Rs. 10,287.11 lakhs as compared to Net Profit after Tax was
Rs. 1,713.96 lakhs during the previous Financial Year.
Public Deposits
During the Financial Year 2022 - 2023, the Company has neither accepted nor invited any deposits under
Section 73 of The Companies Act, 2013. Further, during the Financial Year 2022 - 2023, the Company has
‘taken Rs. 50 lakhs of unsecured loan from its directors, shareholders and their relatives.
‘As on March 31, 2023 the total outstanding amount of unsecured loan was Rs. 2,315.82 lakhs.
Material Changes and Commitments
No material changes and commitments, which affect the financial position of the Company except that,
the Company increased its Authorised Share Capital from Rs. 50 Lakhs to Rs. 70 Crores. Thereafter, the
Company has increased its Paid-up Share Capital from Rs. 37.25 lakhs divided into 372,518 Equity Shares
of Rs. 10 each to Rs. 5,625.02 lakhs divided into 56,250,218 Equity Shares of Rs. 10 each by way of issuance
of Bonus Shares to its existing Shareholders.
Consolidated Financial Statement
‘The Consolidated Financial Statements of the Company for Financial Year 2022 - 2023 are prepared in
accordance with indian Accounting Standards (ind AS) as per The Companies (Indian Accounting
Standards) Rules, 2015 notified under Section 133 of The Companies Act, 2013 and other relevant
provisions of The companies Act, 2013. The Consolidated Financial Statements have been prepared on
the basis of audited financial statements of your Company, its associate and subsidiary company, as
approved by their respective Board of Directors.
Share Capital
Authorised Share Capital
During the Financial Year 2022 - 2023, there has been no change in Authorized Share Capital of the
Company.
Paid-Up Share Capital
During the Financial Year 2022 - 2023, paid-up Share Capital of the Company continues to be Rs. 37.25
lakhs divided into 372,518 Equity Shares of Rs. 10 each.
Page |3i
ale)nG fom
Change in the Nature of Business
‘There has been no change in the nature of business of the Company during the Financial Year 2022 -2023.
Audit Committee
During the Financial Year 2022 - 2023, the Company continues to be a Private Company. Hence, the
provisions of Section 177 of The Companies Act, 2013 are not applicable.
Details of Significant and Material Orders
No significant and material orders were passed by the regulators or courts or tribunals which would
impact the going concern status and future operations of your Company.
Directors and Key Managerial Personnel
a. Changes in Directors and Key Managerial Personnel:
Mr. Rahul B. Shah, was appointed as Chief Financial Officer (‘CFO’) of the Company w.ef. December
12, 2022.
Mr. Stefano De Rosa (DIN: 07504773), was resigned from the post of Director of the Company w.e.
January 27, 2023.
Further, w.e.f. April 17, 2023, Mr. Cristian Nicoletti (DIN: 10042858) was appointed as Additional
Director of the Company and he holds office up to the date of this Annual General Meeting (‘AGM’)
Approval of Members is being sought at the forthcoming Annual General Meeting of your Company
for regularization of his appointment as Non-Executive Director.
Mrs. Chandni Somaiya (DIN: 02003554) and Mr. Ketan Rajani (DIN: 02490829) appointed as Whole-
time Directors of the Company w.e.f. July 06, 2023, Prior to that they were Directors of the Company.
Mitesh Padia, Associate Member of Institute of Company Secretaries of india (‘ICSI’) has been
appointed as full time Company Secretary of the Company w.e-. July 06, 2023.
b. Declaration by the Independent Directors: During the Financial Year 2022 - 2023, the Company
continues to be a Private Company. Hence, the Company is not required to appoint independent
Director on its Board.
Disclosure of Remuneration
Disclosure of Remuneration of Employees covered under Rule 5(2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
© None of the Employee of the Company, who were employed throughout the Financial Year 2022
- 2023, were in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2)
of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Page | 4Annual Report
2022-2023
‘Meetings of the Board of Directors
The Board of Directors of the Company met 04 (Four) times during the Financial Year 2022 - 2023. The
details of board meetings held during the year and attendance of directors thereat are as follows:
Exhibit 4: Attendance of Directors/ Key Managerial Personnel during Financial Year 2022 - 2023
Name of Directors 30.06.2022 12.12.2022 | 13.03.2023 |
‘Santosh R. Raveshia
Chandni V. Somai
‘Sanjay M. Rajani
‘Massimo Candela
Luca Pelosin
Annalisa Barbera
~/z/<|<|=|2!
Details of Subsidiary, Joint Ventures and Associate Company
During the Financial Year 2022 — 2023, Pioneer Stationery Private Limited, continued to be subsidiary
Company of DOMS and w.e.f. March 28, 2023, Uniwrite Pens and Plastics Private Limited, Fixy Adhesives
Private Limited and Inxon Pens & Stationery Private Limited ceased to subsidiaries of DOMS. Further,
Clapjoy Innovations Private Limited becomes an Associate Company of DOMS w.e.f. February 21, 2023.
Details regarding the disclosure with respective to Subsidiary and Associate Company are given in
“Annexure I’ of this report in Form AQC-1.
Performance of the Subsi
ry
1. Pioneer Stationery Private Limited ("Pioneer")
During Financial Year 2022 - 2023, revenue from operations of Pioneer significantly increased by 91.15 %
to Rs. 13,956.56 lakhs as compared to Rs. 7,301.19 lakhs in the previous Financial Year. It's Operating
Profit for the Financial Year 2022 - 2023 was Rs. 2,393.96 lakhs as compared to Rs. 1,187.44 lakhs in
previous Financial Year. Pioneer has reported a Net Profit of Rs. 1,480.11 lakhs for the Financial Year 2022
—2023 as compared to Rs. 620.70 lakhs in previous financial year.
Performance of the Associate
1. Clapjoy Innovations Private Limited ("Clapjoy”)
Clapjoy was converted from Limited Liability Partnership to Private Company w.ef. October 19, 2022.
Further, during the period from October 20, 2022 to Match 31, 2023, revenue from operations of Clapjoy
was Rs. 159 lakhs. During this period, Clapjoy has reported a Net Loss of Rs. 0.20 lakhs.
Statutory Auditor
Pursuant to the provisions of Section 139 of The Companies Act, 2013 read with The Companies (Audit
and Auditors) Rules, 2014, the Company, at its Annual General Meeting (‘AGM’) held on September 30,
2019, has appointed, M/s. BS R & Co. LLP, Chartered Accountants, (FRN- 101248W/W-100022), Mumbai
as the Statutory Auditors of the Company to hold office for the period of S (Five) consecutive years from
the conclusion of that AGM until the conclusion of the sixth consecutive AGM.
Page |SAnnual Report
2022-2023
‘Auditors’ report
The Independent Auditors report is self-explanatory and does not call for any further explanations.
Cost Auditor
Pursuant to the provisions of Section 148(3) of The Companies Act, 2013 and Rule 6(2) of The Companies
(Cost records and Audit Rules) 2014, the Company has appointed M/s B.F. Modi & Associates, Cost
Accountants in practice to undertake Cost Audit of the Company for the Financial Year 2023 ~ 2024.
Maintenance of Cost Accounting records
Pursuant to the provisions of Section 148(1) of The Companies Act, 2013 and rules and regulations made
thereunder, the Company has made and maintained the required Cost Accounting records.
Secretarial Audit Report
The requirement of obtaining a Secretarial Audit Report for the Financial Year 2022-2023 is not applicable
to the Company.
Secretarial Standard
The Company has complied with the applicable Secretarial Standards during the Financial Year 2022 -
2023.
Vigil Mechanism
The Company has established a Vigil Mechanism Policy pursuant to the requirements of Section 177(9) of
‘The Companies Act, 2013. No personnel have been denied access to the Director nominated by the Board
of the Company for the said purpose to report genuine concerns.
‘The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations. The Vigil Mechanism Policy is uploaded on the Company's website
tts://www.domsindia.com,
Risk Management Policy
The Company is a Private Company as on March 31, 2023, and hence, itis not covered under the purview
for constituting a Risk Management Committee under the provisions of listing agreement. However, your
Company recognizes that risk is an integral part of business and is committed to managing the risks in a
proactive and efficient manner. The Company has developed and implemented 2 robust Risk
Management Policy to identity, assess and mitigate the risks.
Particulars of Contracts or Arrangements made with Related Parties
All contracts or arrangements with related parties, entered into or modified during the Financial Year 2022
- 2023, were on an arm's length basis and in the ordinary course of business. All such contracts or
arrangements have been approved by the Board of Directors. No material contracts or arrangements with
related parties were entered into during the year under review. Accordingly, disclosure requirement in
Form No. AOC-2 in terms of Section 134 of The Companies Act, 2013 read with Rule 8 of The Companies
(Accounts) Rules, 2014 is not required.
Page | 6Annual Report
2022-2023
Particulars of Loans/ Guarantees/ Security or Investments
Particulars of Loans/ Guarantee/ Security provided for the Financial Year 2022 -2023 are disclosed in note
1no 45 (xii) of the Standalone Financial Statements.
Exhibit 5: Details of Investments for Financial Year 2022 - 2023
fst
| no
Date of | Details of | Amount Purpose for “Date of | Date of SR| Expected rate
investment | investee which the | BR | (fan) | ofreturn
proceeds from |
investment is
proposed tobe
tiled bythe
recipient
February2a, | Gapioy | 7500 | Purchased Equity Shared February] NA | WA
2023 innovations | lakhs. | of the Capjoy 24,2023
Private Redpient to use. th
Limited funds for expansion of
(Cliov) ie carent bash
Segvient
Internal Financial Controls
The Company has put in place adequate Internal Financial Controls with reference to the financial
statements. The Company's internal financial controls and systems are adequate commensurate with the
nature and size of the Company and it ensures compliance of the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business, including adherence to it’s policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information.
During the year, no material weakness in our operating effectiveness was observed.
Directors Responsibility Statement
Pursuant to Section 134(5) of The Companies Act, 2013, the Directors hereby confirm that:-
a
b.
in the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
the Directors have selected such accounting policies and applied them consistently and made
Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2023 and the profit of the Company as at March
31, 2023;
the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis; and
the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Page | 7Annual Report
Industrial Relation
The Company strongly believes in sound and amicable relationship with its human capital. During the
Financial Year 2022 - 2023, our industrial relations remained cordial throughout the year.
Corporate Social Responsibility (CSR)
DOMS aims to play a significant role in promoting healthcare, education, rural development, affordable
housing, disaster relief, benefit of armed forces, socioeconomic development, relief and welfare of the
Scheduled Castes, the Scheduled Tribes, other backward Classes and minorities and other areas of public
service and DOMS strongly believe in the social economic development of the society. With the enactment
of The Companies Act, 2013 and The Companies (Corporate Social Responsibility) Rules, 2014 read with
various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as
per the Company's CSR Policy and the necessary disclosure on CSR activities are contained in ‘Annexure-
W forming part of this report.
Annual Return
‘The requirement of uploading of copy of Annual Return on the website of the Company will be carried
out after the ensuing Annual General Meeting for the Financial Year 2022 - 2023. The same will be
uploaded on our website https://www.domsindia.com,
Disclosure of Conservation of Energy, Technology Absorption and Foreign Exchange
Disclosure of Conservation of Energy, Technology Absorption and Foreign Exchange under Section134 of
‘The Companies Act 2013 read with The Companies (Accounts) Rules, 2014:
Conservation of Eneray
a. The Company has taken various energy saving measure such as changing old & high energy
consuming motors, upgrading of power capacitors, use of process waste for energy generation,
replacement with efficient energy consumption light equipment, regular preventive maintenance
ete.
b. The Company is evaluating proposals on investment in energy conservation in area of solar power.
‘The implementation of such proposals is expected to happen in near future.
Technical Absorption
@. The Company has an independent R&D facility and has setup multiple laboratories to carry out
product innovation and quality improvement as well as other general R&D activities.
b. The Company has consistently innovated new products, improved product quality and improved
Packaging by indigenously developed technologies and formulations.
Foreign Exchanges Earnings & Outgo
a. The Company is exporting i
Africa and Asia continents.
b. During the Financial Year 2022 - 2023, the Company's foreign exchange inflow amounted to Rs.
17,496.72 lakhs (Financial Year 2021 - 2022: Rs. 10,941.23 lakhs) and foreign exchange outflow
Rs. 9,761.69 lakhs (Financial Year 2021 - 2022: Rs. 5,555.01 lakhs).
goods to globally regions such as America, Europe, Middle Eastern,
Page 18Annual Report
2022-2023
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
‘Act, 2013
During the Financial Year 2022 - 2023, there were no case filed under The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company strongly believes in having a
work place and environment that is healthy, safe and secure for all of its employee and has implemented
all the necessary policies to adhere with the same.
Internal Sexual Harassment Complaint Committee
The Company has complied with the applicable provision of Section 4 (1) of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
General Disclosure
There is no application/ proceeding pending under The Insolvency and Bankruptcy Code, 2016. Further,
there was no instance of onetime settlement with any Bank or Financial Institution.
‘Acknowledgement
The Directors of the Company appreciate the continued co-operation extended by the Investors,
Shareholders, Vendors, Customers, Bankers, Consultants and most importantly all its employees during
the year. The Directors also places on record its sincere appreciation of the contribution made by all the
stakeholders for placing their faith and trust on the Board. The Board appreciate and value the
contribution made by every member of the DOMS family.
For and on Behalf of the Board of Directors
ww
simo Candela Santosh R. Raveshia
Managing Director
DIN: 00147624
Director and Chairman of the Board
DIN: 05189114
Date: 10 July 2023
lan, Italy
Place: Umbergaon, India
Page | 9Annual Report
2022-2023
Annexure | - Form No. AOC-1
{Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules,
2014) Statement containing salient features of the financial statement of subsidiaries or associate
companies or joint ventures}
Part A Subsi
(Information
ry
respect of each subsidiary to be presented with amounts Rs. in lakhs)
=
pe Pioneer Stationery
Private Limited
‘3._The date since when subsidiary was acquired — é ‘May 02, 2016 _
4. Reporting period for the subsidiary concerned, if different from the holding
y's reporting period.
‘Reporting currency and Exchange rate ad on the last date of the relevant financial | Not applicable
year in the case of foreign subsidiaries. :
Share Capital 600
jot applicable
(Other Equity _ 3,639.01
Total Assets 6,965.52
9. Total Liabilities (excluding 6&7) 332051
10, nent |
11, Turnover/ Total income _——_ 13,95656
oflt/(Loss) before taxation 1,982.09
13. Provision for taxation 501.98.
14. Profit/Loss) after taxation 1,450.17 -
1S. Proposed Dividend ~ 2
16. Extent of shareholding (in percentage] [si.00%
Page | 10i rt
DOMS ee
Part B Associates and Joint Ventures
Statement pursuant to Section 129 (3) of The Companies Act, 2013 related to Associate Companies
and Joint Ventures
Name of Associate Tapjoy innovations Private |
| Limited
Er Latest audited Balance Sheet Date IMarch 31, 2023
12 Date on which the Associate or Joint Venture was associated or February 21, 2023
facquired
B. Shares of Associate or Joint Ventures held by the Company on the
yearend
‘a. Number of shares. 1,44 Parily Paid-up Shares
| “b. Amount of investment in Assoclates or Joint Venture Rs. 75.00 lakhs
€__ Extent of Holding (in percentage) 0.009%
[a Description of how there is significant influence Through % of holding and voting
7 Ts Fights
. Reason why the associate/joint venture Is not consolidated NA
. Net worth attributable to shareholding as per latest audited Balance |30.79
Sheet
17. Profit/ (Loss) forthe Period
Considered in Consolidation
i. Not Considered in Consolidation
For and on Behalf of the Board of Directors
Santosh R. Raveshia
Managing Director
DIN: 05189114 DIN: 00147624
Date: 10 July 2023 Date: 12 July 2023
Place: Milan, Italy Place: Umbergaon, India
Page | 11In fo et
Annexure II - Annual Report on Corporate Social Responsibility (CSR)
[Pursuant to Clause (0) of Sub-Section (3) of Section 134 of the Act and Rule 8 of the Companies (Corporate
Social Responsibility) Rules, 2014]
1. Brief outline on CSR Policy of the Company:
‘The Company has formed a CSR Policy in compliance with the provisions of The Companies Act, 2013.
Further, the Company propose to undertake the relevant activities in the following focused area:
a) Promoting healthcare including preventive healthcare and;
b) Promoting education, including special education and;
©) Contribution for rural development socioeconomic development and relief and welfare of the
‘Scheduled Castes, the Scheduled Tribes, other backward Classes and minorities.
2. Composition of the CSR Committee:
Si._| Name of Director Designation/ Number of meetings | Number of meetings of
No. Nature of | of CSR Committee | CSR Committee attended
Directorship held during the year_| during the year
1 _| Mr. Sanjay M. Rajani Chairman 2 2
2__| Mrs, Chandni V. Somaiya_| Member 2
ae ica Pelosin 2
3. Provide the web-link where Composition of CSR com
the board are disclosed on the website of the Company
ree, CSR Policy and CSR projects approved by
http://Awww.domsindia.com
4, Provide the executive summary along with web-link of impact Assessment of CSR Projects carried out
in pursuance of sub-rule (3) of rule &, if applicable: Not Applicable
5. (a) Average net profit of the Company as per sub-section 5 of section 135: Rs. 1,573.05 lakhs
(6) Two percent of average net profit of the Company as sub-section 5 of section 135: Rs, 31.46 lakhs
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years:
NIL.
(d) Amount required to be set off for the financial year, if any: Rs. 10.42 lakhs
() Total CSR obligation for the financial year [(b) + (c)-(d)]: Rs. 21.04 lakhs
Page | 12Annual Report
2022-2023
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 41.42
takhs
(b) Amount spent in Administrative Overheads: NIL
(c) Amount spent on Impact Assessment, if applicable: NIL
(d) Total amount spent for the Financial Year {(a) + (b) + (c)} Rs. 41.42 lakhs
{e) CSR amount spent or unspent for the financial year:
* The amount spent on CSR activities forthe financial year includes the set-off of excess spent by the Company on
CSR activities in previous financial year of INR 10.42 lakhs.
Tetal Amount Spent ~| TotalAmount Wanaferred to
forthe Financial Year | Unapent CSR Account as pe sub-_| under Schedule Vilas pr second proviso
{inte} | section (6) of Section 138 to sub-section (3) Section 135
[Amount [DateofTransfer | Nameof | Amount | Date of transfer
Rs, 41,42 lakhs* the fund
—— - : cE
* The amount spent on CSR activities for the financial year includes the set-off of excess spent by the Company on
CSR activities in previous financial year of INR 10.42 lakhs.
(f) Excess amount for set off, if any
“SNe. | Particular Tamsin
: (Rssinlakhs)
(| Two percent of average net profit ofthe Company as per sub secon (of | 33.46
| Section 135 "
i) Total amount spent for the Financial Year = ALAR
ess amount spent fr the financial year.) —
[u) | Surplus arising out of the CSR projets or programmes or actos of the | -
previous financial years, any
wv) Amount available for set off in succeeding financial years
* The amount spent on CSR activities for the financial year includes the set-off of excess spent by the Company on
CSR activities in previous financial year of INR 10.42 lakhs.
Page | 13DOHS ts
Details of Unspent CSR amount for the preceding three financial years: Not Applicable
Preceding | Amount Balance = “Amount transferred to any fund | Amount Deficiency,
Financia | transferred | Amountin | spent in| spelfed under Schedule Vilas Remainingtobe | ifamy
| Year to Unspent | Unspent | the ‘per second proviso to subsection | spent in
| oa on | nanat | So section 35 any ceeding
fecount | Recount | Yer fecal |
tinder | ondersub | inka yeortinns) |
su secon | secon) |
© of | of |
fection 125. | section |
| ints) lias L |
Wome | Amount] Dateof |
tthe | Gas) | Transter |
fand
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility
amount spent in the Financial Year: Not Applicable
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Respon:
amount spent in the Financial Year:
ity
SI] Shon pacasot | Winade of | Oaeot | Amount ot | Satis a eta] Roan] |
No. | the property orasset(s) | The property | Creation | CSR beneficiary of the registered owner
Tncing complete | or asset) Amount
ress and lean of spent
property)
eenesl ‘Ganegiaration | Name | Regitered
| ‘Number, if address
| Anplicabie
(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal
Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable
property as well as boundaries)
Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per
Section 135(5) — Not Applicable.
For and on Behalf of the Board of Directors
— we
10 Candela Santosh R. Raveshia
Director and Chairman of the Board Managing Director
DIN: 05189114 DIN: 00147624
Date: 10 July 2023
Place: Milan, Italy
Date: 12 July 2023
Jmbergaon, India
Page | 14BSR &Co. LLP
Chartered Accountants
414th Floor, Central B Wing and North C Wing,
Nesco IT Park 4, Nesco Center,
Western Express Highway,
Goregaon (East), Mumbai ~ 400063, India
Telephone: +91 (22) 6257 1000
Fax: +91 (22) 6257 1010
Independent Auditor's Report
To the Members of DOMS Industries Private Limited
Report on the Audit of the Standalone Financial Statements
‘We have audited the standalone financial statements of DOMS Industries Private Limited (the “Company”)
Which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit
and loss (including other comprehensive income), standalone statement of changes in equity and
‘standalone statement of cash flows for the year then ended, and notes to the standalone financial
statements, ineluding a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
(CAct’) in the manner so required and give a true and fair view in conformity with the accounting principles
‘generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and
ther comprehensive loss, changes in equity and its cash flows for the year ended on that date,
Eon
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilties under those SAs are further described in the Auditor's
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
‘Accountants of india together withthe ethical requirements that are relevant to our audit ofthe standalone
financial statements under the provisions of the Act and the Rules thereunder, and we have fuffled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
(on the standalone financial statements,
‘The Company’s Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company's directors’ report, but does not include
the financial statements and auditors report thereon.
‘Our opinion on the standalone financial statements does not cover the other information and we do not
‘express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibilty is to read the other
information and, in doing 0, consider whether the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated, If, based on the work we have performed and based on the work done, we conclude
that there is a material misstatement ofthis other information, we are required to report that fact. We have
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Page 1 of 11BSR&Co.LLP
Independent Auditor's Report (Continued)
DOMS Industries Private Limited
iene ice ren muon ons
‘The Company's Management and Board of Directors are responsible for the matters stated in Section
4134(6) of the Act with respect to the preparation of these standalone financial statements that give a true
and fair view of the stale of affairs, profit and other comprehensive loss, changes in equity and cash flows
‘of the Company in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibil also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud
or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible
for assessing the Company's ability to continue as a going concem, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so,
‘The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
(Our objectives are to obtain reasonable assurance about whether the standalone financial statements as
‘a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
‘an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
+ Identify and assess the risks of material misstatement ofthe standalone financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain aucit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
‘a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal contro.
+ Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)() of the Act, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controts with
reference to financial statements in place and the operating effectiveness of such controls,
+ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
‘estimates and related disclosures made by the Management and Board of Directors.
+ Conclude on the appropriateness of the Management and Board of Directors use of the going concern
basis of accounting in preparation of standalone financial statements and, based on the aucit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concer. If we conclude that a
‘material uncertainty exists, we are required to draw attention in our auditor's report to the related
disciosures in the standalone financial statements or, if such disclosures are inadequate, to modify
‘our opinion, Our conclusions are based on the audit evidence obtained up to the date of our auditor's
report. However, future events or conditions may cause the Company to cease to continue as a going
Page 2 of 11BSR&Co. LLP
Independent Auditor’s Report (Continued)
DOMS Industries Private Limited
+ Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation,
19, among other matters, the planned scope
ignffcant deficiencies in internal control
We communicate with those charged with governance regart
and timing ofthe aucit and significant audit findings, including any
that we identify during our aucit.
We also provide those charged with governance with a statement that we have complied with relevant
cthical requirements regarding independence, and to communicate with them all relationships and other
‘matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
:
< eee ence
4. As requited by the Companies (Auditor's Report) Order, 2020 (the Order) issued by the Central
‘Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A" a statement
‘on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2A. As required by Section 143(8) of the Act, we report that:
‘a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit
b. In our opinion, proper books of account as required by law have been kept by the Company s0
far as it appears from our examination of those books.
. The standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone
statement of cash flows dealt with by this Report are in agreement with the books of account.
4. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified
under Section 133 of the Act.
fe. Onthe basis of the written representations received from the directors as on 31 March 2023 taken
on record by the Board of Directors, none of the directors Is disqualified as on 31 March 2023
from being appointed as a director in terms of Section 164(2) of the Act.
{. With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our separate
Report in “Annexure
B. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of
the Companies (Aucit and Auditors) Rules, 2014, in our opinion and tothe best of our information and
according to the explanations given to us:
fa. The Company has disclosed the impact of pending litigations as at 31 March 2023 on its financial
position in iis standalone financial statements - Refer Note 38 to the standalone financial
statements,
b. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
« 4 () The management has represented that, to the best of their knowledge and belief, as disclosed in
the Note 50 fo the standalone financial statements, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kindof funds) by
_2-=~the Company to or in any other person(s) or enlity(ies), including foreign entities
OTSA. Ctermedaries) wih the understanding, whether recorded in wring of otherwise, thatthe
{niermediary shall direely or indirectly lend or invest in other persons or entities identified in any
Page 3of 11BSR&Co. LLP
Independent Auditor's Report (Continued)
DOMS Industries Private Limited
manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries’) or provide any
‘guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) The management has represented that, to the best of their knowledge and belief, as disclosed in
the Note 50 to the standalone financial statements, no funds have been received by the Company
from any person(s) or entiy(ies), including foreign entities (Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall directly or
indirectly, lend or invest in other persons or entitles identified in any manner whatsoever by or on
behaif of the Funding Parties (Ultimate Beneficiaries’) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries,
(ii) Based on the audit procedures performed that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (() and (i) of Rule 11(e), as provided under (j) and (ji) above,
contain any material misstatement.
fe. The interim dividend declared and paid by the Company during the year and until the date of this
audit report is in accordance with Section 123 of the Act.
4. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company
only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 is not applicable.
. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the Company is not @
public company. Accordingly, the provisions of Section 197 of the Act are not applicable to the
Company. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16)
of the Act which are required to be commented upon by us.
For B SR &Co. LLP
Chartered Accountants
Firm's Registration No.:101248W/W-100022
Bhaveshkumar Dhupelia
Partner
Place: Mumbai Membership No.; 042070
Date: 12 July 2023 ICAI UDIN:23042070BGYGNB2375
Page 4 of 11BSR&Co.LLP
Annexure A to the Independent Auditor's Report on the Standalone Financial
Statements of DOMS Industries Private Limited for the year ended 31 March
2023
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory
Requirements’ section of our report of even date)
() (@)(A) The Company has maintained proper records showing full particulars, including quantitative
details and situation of Property, Plant and Equipment.
(@) The Company has maintained proper records showing full particulars of intangible assets.
( (0) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has a regular programme of physical verification
ofits Property, Plant and Equipment by which all property, plant and equipment are verified in
fa phased manner over @ period of three years. In accordance with this programme, certain
property, plant and equipment were verified during the year. In our opinion, this periodicity of
physical verification is reasonable having regard to the size of the Company and the nature of
its assets. No material discrepancies were noticed on such verification.
(©) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the ttle deeds of immovable properties (other than immovable
properties where the Company Is the lessee and the leases agreements are duly executed in
favour of the lessee) disclosed in the standalone financial statements are held in the name of
the Company.
(@ According to the information and explanations given to us and on the basis of our examination
ofthe records of the Company, the Company has not revalued its Property, Plant and Equipment
{including Right of Use assets) or intangible assets or both during the year.
(e) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, there are no proceedings initiated or pending against the
Company for holding any benami property under the Prohibition of Benami Property
‘Transactions Act, 1988 and rules made thereunder.
(2) The inventory, except goods-intransit and stocks lying with third parties, has been physically
verified by the management during the year. For stocks lying with third parties at the year-end,
written confirmations have been obtained and for goods-in-transit subsequent evidence of
receipts has been linked with inventory records, In our opinion, the frequency of such
verification is reasonable and procedures and coverage as followed by management were
appropriate. In the case of one class of inventory the discrepancies noticed on verification
between the physical stocks and the book records were more than 10% in the aggregate and
these have been properly dealt with in the books of account.
(b) According to the information and explanations given to us and on the basis of our examination
Of the records of the Company, the Company has been sanctioned working capital limits in
excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of
security of current assets. In our opinion, the quarterly returns or statements filed by the
‘Company with such banks or financial institutions are in agreement with the books of account
of the Company.
‘According to the information and explanations given to us and on the basis of our examination
‘of the records of the Company, the Company has not made any investment, provided guarantee
or security or granted any loans or advances in the nature of loans, secured or unsecured, to
firms, limited liablty partnerships during the year. The Company has not made investment in,
provided guarantee or security or granted any secured loans or advances in the nature of
‘secured loans , o other parties, The Company has not provided guarantee or security or granted
any loans or advances in the nature of loans, secured or unsecured, to companies. The
Company has made investments in other company and granted unsecured loans to other
parties.
1ased on the audit procedures carried on by us and as per the information and explanations
Page 5 of 11. BSR&Co. LLP
Annexure A to the Independent Auditor’s Report on the Standalone Financial
Statements of DOMS Industries Private Limited for the year ended 31 March
2023 (Continued)
«given to us the Company has provided loans to other parties as below:
Particulars Loans
Rs in lakhs
Aggregate amount during the year
Others a1.81
Balance outstanding as at balance sheet date
Others
(b) According to the information and explanations given to us and based on the audit procedures
‘conducted by us, in our opinion the investments made during the year and the terms and
conditions of the grant of loans provided during the year are, prima facie, not prejudicial to the
interest of the Company.
(©) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, in the case of loans given to employees Is not interest bearing
and in our opinion the repayment of principal has been stipulated and the repayments or receipts,
have been regular. Further, the Company has not given any advance in the nature of loan to
any party during the year.
(@) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, there is no overdue amount for more than ninety days in respect
of loans given. Further, the Company has not given any advances in the nature of loans to any
party during the year.
(©) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, there is no loan or advance in the nature of loan granted falling
due during the year, which has been renewed or extended or fresh loans granted to settle the
overdues of existing loans given to same parties
(According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has not granted any loans or advances in the
nature of loans either repayable on demand or without specifying any terms or period of
repayment.
(iv) Aceording to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has not given any loans, or provided any
{quarantee or security as specified under Section 185 and 186 of the Companies Act, 2013 (the
‘Act’). In respect of the investments made by the Company, in our opinion the provisions of
‘Section 186 of the Act have been complied with
(vy) The Company has not accepted any deposits or amounts which are deemed to be deposits from
the public. Accordingly, clause 3(v) of the Order is not applicable.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the
rules prescribed by the Central Government for maintenance of cost records under Section
148(1) of the Act in respect of its manufactured goods and are of the opinion that prima facie,
the prescribed accounts and records have been made and maintained. However, we have not
carried out a detailed examination of the records with a view to determine whether these are
accurate or complete.
(a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and
Page 6 of 11BSR&Co. LLP
‘Annexure A to the Independent Auditor's Report on the Standalone Financial
Statements of DOMS Industries Private Limited for the year ended 31 March
2023 (Continued)
Value added tax during the year since effective 1 July 2017, these statutory dues has been
subsumed into GST.
‘According to the information and explanations given to us and on the basis of our examination of the
records of the Company, considering the principles of materiality outined in Standards on Auditing, in our
opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues
including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of
Customs or Cess or other statutory dues have generally been regularly deposited by the Company with
the appropriate authorities.
‘Acoording to the information and explanations given to us and on the basis of our examination of the
records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident
Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in
attears as at 31 March 2023 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and on the basis of our examination
Of the records of the Company, statutory dues relating to Income-Tax which have not been
deposited on account of any dispute are as follows:
Name of the | Nature of | Amount(Rs. | Period to Forum — | Remarks
statute the dues | inlakhs) | which the where sifany
amount dispute is
relatos pending
Income Tax | Income tax | 25.53 AY 2018- | Comissioner
Act 1981 2019 of Income
‘Tax Appeals
(vi) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has not surrendered or disclosed any transactions,
previously unrecorded as income in the books of account, in the tax assessments under the
Income Tax Act, 1961 as income during the year.
() (@) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has not defaulted in repayment of loans and
borrowing or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us and on the basis of our examination
(of the records of the Company, the Company has not been declared a wilful defaulter by any
bank or financial institution or government or government authority.
(©) In our opinion and according to the information and explanations given to us by the
management, term loans were applied for the purpose for which the loans were obtained.
(@) According to the information and explanations given to us and on an overall examination of the
balance sheet of the Company, we report that no funds raised on short-term basis have been
used for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the
‘standalone financial statements of the Company, we report that the Company has not taken any
funds from any entity or person on account of or to meet the obligations of its subsidiaries or
‘associate as defined under the Act
‘According to the information and explanations given to us and procedures performed by us, we
reportthat the Company has not raised loans during the year on the pledge of securities held in
its subsidiaries or associate companies (as defined under the Act).
Page 7 of 11BSR&Co.LLP
Annexure A to the Independent Auditor's Report on the Standalone Financial
Statements of DOMS Industries Private Limited for the year ended 31 March
2023 (Continued)
() (2) The Company has not raised any moneys by way of intial public offer or further public offer
(including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.
(©) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year. Accordingly, clause
3(0)(b) of the Order is not applicable.
(*) (@) Based on examination of the books and records of the Company and according to the
information and explanations given to us, considering the principles of materiality. outlined in
Standards on Auditing, we report that no fraud by the Company or on the Company has been
noticed or reported during the course of the aucit.
(@) According to the information and explanations given to us, no report under sub-section (12) of,
‘Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule
13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(©) As represented to us by the management, there are no whistle blower complaints received by
the Company during the year.
(xi). According tothe information and explanations given tous, the Company is not a Nidhi Company.
Accordingly, clause 3(xi) of the Order is not applicable.
(