To the Members
Your Directors have pleasure in presenting the Forty-Third Annual
Report together with Audited Accounts of the Company for the Financial Year ended 31st
March, 2023.
FINANCIAL RESULTS
The summarized financial results for the year are as under:
Sr. No. Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
1 Total Revenue (including Other Operating Revenues) |
2,34,982 |
2,28,944 |
1,130,069 |
7,66,329 |
2 Profit before tax |
39,014 |
26,620 |
181,552 |
1,01,253 |
3 Less: |
|
|
|
|
a) Current Tax (Net) |
8,855 |
6,705 |
55,178 |
31,489 |
b) Deferred Tax |
1,025 |
137 |
4,286 |
1,016 |
4 Net Profit after tax (2 - 3) |
29,134 |
19,778 |
59,464 |
32,505 |
5 Net profit attributable to: |
|
|
|
|
a) Owners of the Company |
29,134 |
19,778 |
1,21,010 |
67,827 |
b) Non-controlling interest |
NA |
NA |
1,078 |
921 |
6 Other comprehensive income for the year: |
|
|
|
|
a) Owners of the Company |
(965) |
671 |
(1,039) |
745 |
b) Non-controlling interest |
NA |
NA |
(76) |
59 |
7 Total Comprehensive Income for the year |
|
|
|
|
a) Owners of the Company |
28,169 |
20,449 |
1,19,971 |
68,572 |
b) Non-controlling interest |
NA |
NA |
1,002 |
980 |
8 Add: Surplus brought forward |
1,48,423 |
1,36,757 |
262,953 |
2,04,771 |
9 Amount available for Appropriations (5a + 8) |
1,77,557 |
1,56,535 |
3,83,963 |
2,72,598 |
10 Appropriations: |
|
|
|
|
a) Increase in non-controlling interest due to issuance of
share capital |
- |
- |
(339) |
(1,533) |
b) Dividend on Equity Shares (Net) |
(10,853) |
(8,112) |
(10,853) |
(8,112) |
c) Tax on Proposed Dividend (Net) |
- |
- |
- |
- |
11 Surplus carried to Balance Sheet (9 + 10) |
1,66,704 |
1,48,423 |
373,110 |
2,62,953 |
STATE OF AFFAIRS OF THE COMPANY
Your Company has achieved a total revenue of Rs. 2,350 Crore (including
Rs. 230 Crore from trading operations) during the year under review as against previous
year's level of Rs.2,289 Crore (including Rs. 525 Crore from trading
operations). Profit Before Tax (PBT) for the year under review was Rs. 390 Crore as
against Rs. 266 Crore in the previous year. Net Profit for the current year was recorded
at Rs. 291 Crore as against Rs. 198 Crore in the previous year.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MDA), which forms part of this
Report, inter alia, deals adequately with the operations and also current and future
outlook of the Company on a consolidated basis.
ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
As reported in the previous annual reports, the Company had issued
Foreign Currency Convertible Bonds (FCCBs) to
International Finance Corporation (IFC). The details of FCCBs issued
are as given below:
Date |
Tranche |
No. of FCCBs |
Face value |
Amount |
19th October, 2019 |
First |
30 |
US$ 500,000 each |
US$ 15 million (Approx. Rs. 107 Crore) |
30th September, 2020 |
Second |
30 |
US$ 500,000 each |
US$ 15 million (Approx. Rs. 109 Crore) |
CONVERSION OF FIRST TRANCHE OF FCCB'S
In the previous year i.e., FY 2021-22, the Company upon receipt of
conversion notice from IFC on 23rd June, 2021, requesting the Company to convert First
Tranche of FCCBs into equity shares, has allotted 54,76,831 equity shares of the Company
at
Rs. 195/- per share on 1st July, 2021.
CONVERSION OF SECOND TRANCHE OF FCCB'S
During the year under review, the Company upon receipt of conversion
notice from IFC on 29th August, 2022, requesting the Company to convert Second Tranche of
FCCBs into equity shares, has allotted 56,44,877 equity shares of the Company at
Rs. 195/- per share on 1st September, 2022.
As on 31st March, 2023, no FCCBs issued under the First and Second
Tranche are outstanding.
ISSUE OF COMPULSORY CONVERTIBLE DEBENTURES (CCDS) BY MATERIAL
SUBSIDIARY i.e., MAHADHAN AGRITECH LIMITED (FORMERLY KNOWN AS SMARTCHEM TECHNOLOGIES
LIMITED)
As reported in the previous Annual Reports, Mahadhan AgriTech Limited,
Wholly Owned Material Subsidiary has issued CCDs, on a private placement basis to
International Finance Corporation Limited. The details of CCDs issued are as given below:
Date |
Tranche |
No. of CCDs |
Face value |
Amount (Rs.in Crores) |
16th October, 2019 |
First |
1,050 |
Rs. 10,00,000 each |
105 |
5th October, 2020 |
Second |
1,050 |
Rs. 10,00,000 each |
105 |
Total |
|
2,100 |
|
210 |
As on 31st March, 2023, the aforesaid CCDs issued in the First Tranche
and in the Second Tranche are outstanding.
ISSUE OF EQUITY SHARES THROUGH QUALIFIED INSTITUTIONS PLACEMENT (QIP)
During the year under review, no shares were issued through qualified
institutions placement.
DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
OR QUALIFIED INSTITUTIONS PLACEMENT
During the year under review, the Company has not raised any amount
through preferential allotment or qualified institutions placement or any amount that was
raised in the earlier financial years were fully utilised as on 31st March, 2022
and hence the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, were not applicable to the Company during the year under
review.
DIVIDEND
Considering the performance of the Company, the Board of Directors of
the Company recommends a dividend @ 100% i.e., Rs. 10/- per Equity Share (Previous year
Rs. 9 per Equity Share) of Rs. 10 each of the Company for the year ended 31st March, 2023.
The proposed dividend is in line with the Dividend Distribution
Policy' adopted by the Board at its meeting held on 30th June, 2017. The
Policy is available on the Company's website:
DividendDistributionPolicyDFPCL30June2017.pdf
TRANSFER TO RESERVE
The closing balance of retained earnings of the Company for Financial
Year 2022-23 after all appropriations and adjustments was Rs. 166,704 Lakhs. During the
year, the Company has not transferred any amount to general reserve.
SHARE CAPITAL
During the year under review, the Company has allotted 56,44,877 equity
shares of the Company pursuant to the conversion of second tranche of FCCBs. The details
of the issue of aforesaid shares have been provided in the General Shareholder
Information. The Company has not issued shares with differential voting rights or sweat
equity shares, nor has it granted any stock options.
The paid-up equity share capital of the Company as on 31st March, 2023
was Rs. 126.23 Crores.
CHANGES IN THE BOARD OF DIRECTORS Appointment
Appointment of Independent Directors
During the year under review, the Board of Directors, based on the
recommendation of Nomination and Remuneration Committee, had approved the appointment of
following persons as Additional Directors in the Capacity of Independent Director of the
Company as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of
shareholders:
Sr. No. Name of the Director |
Tenure and years |
Effective from |
1 Mr. Sanjay Gupta |
First term of 3 consecutive years |
2nd February, 2023 |
2 Mr. Sitaram Kunte |
First term of 3 consecutive years |
2nd February, 2023 |
3 Mr. Terje Bakken |
First term of 3 consecutive years |
20th February, 2023 |
Further, the shareholders of the Company through Postal Ballot have
provided their approval for the aforesaid appointments. The results of Postal Ballot have
been intimated to the Stock Exchanges on 2nd May, 2023. All the relevant details of the
Postal Ballot have been provided in the General Shareholder Information, which is the part
of this Annual Report.
Re-appointment
Re-appointment of Independent Director
During the year under review, the Board of Directors, based on the
recommendation of Nomination and Remuneration Committee, had approved the re-appointment
of Mr. Bhuwan Chandra Tripathi as an Independent Director of the Company for the Second
Term for 5 consecutive years w.e.f. 13th February, 2023 pursuant to applicable provisions
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, subject to the approval of shareholders.
Further, the shareholders of the Company through Postal Ballot have
provided their approval for the aforesaid re-appointment. The results of Postal Ballot
have been intimated to the Stock Exchanges on 2nd May, 2023. All the relevant details of
the Postal Ballot have been provided in the General Shareholder Information, which is the
part of this Annual Report.
Re-appointment of Shri Sailesh
C. Mehta as Chairman and Managing Director of the Company
The Shareholders of the Company, at their Annual General Meeting held
on 18th September, 2018, based on the recommendation of Nomination and Remuneration
Committee and the Board, had approved the re-appointment of Mr. Sailesh C. Mehta as
Chairman and Managing Director of the Company for a period of 5 years w.e.f. 1st August,
2018.
The Board of Directors, at their meeting held on 24th March, 2023 based
on the recommendation of the Nomination and Remuneration Committee, has approved, subject
to approval of Members, re-appointment of Mr. Mehta as the Chairman and Managing Director
of the Company for a further period of 5 years with effect from 1st April, 2023 with
revised monthly salary band within the overall limit of ten percent of the net profits of
the Company as per the provisions of the Companies Act, 2013.
Further, the shareholders of the Company through Postal Ballot have
provided their approval for the aforesaid re-appointment of Mr. Mehta as Chairman
and Managing Director of the Company. The results of Postal Ballot have been intimated to
the Stock Exchanges on 2nd May, 2023. All the relevant details of the Postal Ballot have
been provided in the General Shareholder Information, which is the part of this Annual
Report.
Cessation
Mr. Alok Perti and Dr. Amit Biswas
The shareholders of the Company at their Annual General Meeting held on
14th August, 2019 had approved the appointment of Mr. Alok Perti and Dr. Amit Biswas as
Independent Directors of the Company for the first term of 3 consecutive years with effect
from 22nd April, 2019.
Subsequently, on the completion of first term of 3 consecutive years on
21st April, 2022, Mr. Alok Perti and Dr. Amit Biswas have ceased to be Independent
Directors of the Company.
Mr. Ashok Purwaha
The shareholders of the Company at their Annual General Meeting held on
21st September, 2017 had approved the appointment of Mr. Ashok Purwaha as an Independent
Director of the Company for the first term of 5 consecutive years with effect from 7th
July, 2017.
Subsequently, on the completion of first term of 5 consecutive years on
6th July, 2022, Mr. Ashok Purwaha has ceased to be an Independent Director of the Company.
The Board places on record its sincere appreciation to the valuable
guidance provided by Mr. Alok Perti, Dr. Amit Biswas and Mr. Ashok Purwaha during their
tenure as Independent Directors of the Company.
Re-appointment retiring by rotation
Smt. Parul S. Mehta retires by rotation at the ensuing Annual General
Meeting pursuant to provisions of Section 152 of the Companies Act, 2013 and rules made
thereunder and being eligible, offers herself for re-appointment at the ensuing Annual
General Meeting.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year under review, seven board meetings were held. These meetings
were held on 25th May, 2022, 29th July, 2022, 18th October, 2022, 10th November, 2022,
15th December, 2022, 2nd February, 2023 and 24th March, 2023.
CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)
During the year under review, Mr. Ritesh Chaudhry, VP- Legal and
Company Secretary has resigned from the services of the Company w.e.f. 31st March, 2023
and consequently Mr. Gaurav Munoli, Assistant Company Secretary has been designated as
Company Secretary and Compliance Officer of the Company.
A STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
During the year under review, Mr. Sanjay Gupta, Mr. Sitaram Kunte and
Mr. Terje Bakken were appointed as an Independent Director of the Company. Further, Mr.
Bhuwan Chandra Tripathi was re-appointed as an Independent Director of the Company.
The Board is of the opinion that Mr. Sanjay Gupta, Mr. Sitaram Kunte,
Mr. Terje Bakken and Mr. Bhuwan Chandra Tripathi are persons of high integrity and
reputation and has the requisite expertise and experience including the proficiency.
COMPOSITE SCHEME OF ARRANGEMENT BETWEEN SUBSIDIARIES OF THE COMPANY
The Board of Directors of the Company has approved Composite Scheme of
Arrangement between Mahadhan AgriTech Limited (MAL) (Formerly Known as Smartchem
Technologies Limited) (Demerged Company or Transferee Company), Deepak Mining Solutions
Private Limited (DMSPL) (Resulting Company) and Mahadhan Farm Technologies Private Limited
(MFTPL) (Transferor Company) and their respective shareholders in accordance with the
provisions of Sections 230 to 232 read with Section 52 and other applicable provisions of
the Companies Act, 2013 and the rules framed thereunder.
The Scheme provides for demerger of the TAN Business from Demerged
Company to the Resulting Company and Amalgamation of the Transferor Company with the
Demerged Company.
This will result into creating holistic business entities housed in
identified corporate entities.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY
AUTHORITIES
1. As disclosed in the last year's report, effective 15th May,
2014, domestic gas supply to the Company was arbitrarily stopped by the Ministry of
Petroleum and Natural Gas. The Company successfully challenged the same before the
Hon'ble Delhi High Court, which, by its Orders dated 7th July, 2015 and 19th October,
2015 directed the Government of India (GoI) to restore the supply of gas. Against the
cited order, a review petition filed by the GoI, challenging the said Orders was rejected
by the said Court. Further, the GoI also filed the Special Leave Petition (SLP) before the
Hon'ble Supreme Court of India against the Order of Hon'ble Delhi High Court,
which was also disposed without granting any relief to the GoI. The GoI has filed an
affidavit before the Hon'ble Delhi High Court stating that Inter Ministerial
Committee (IMC) has decided to recommend supply of pooled gas to the Company, subject to
approval of the Competent Authority. GoI has further filed an application in the
Hon'ble Delhi High Court seeking dismissal of the matter. The Company is contesting
the said application since the Competent Authority has not decided based on the
recommendation of the said IMC and the application so filed is pre-mature. The
Hon'ble Delhi High Court asked GoI to bring the IMC decision/ report on record, if
not filed then the matter will be proceeded further without the report. The hearing in the
Delhi High Court is now posted on 31st August, 2023.
INDIAN ACCOUNTING STANDARDS, 2015
The annexed financial statements for the Financial Year 2022-23 and
corresponding figures for 2021-22 comply in all material aspects with Indian Accounting
Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies
(Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements incorporating the duly
audited financial statements of the subsidiaries, and prepared in compliance with the
Companies Act, 2013, applicable Accounting Standards and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 form part of this Annual Report.
A separate statement containing the salient features of Company's
subsidiaries, associates and joint venture subsidiary in the prescribed form AOC-1 is
annexed separately and forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and based on the guidance and insights
from the Auditors and pursuant to the provisions of sub-section (5) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
i. in the preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures; ii. the accounting policies have been selected and applied consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the Financial Year on 31st
March, 2023 and of the profit and loss of the Company for that period; iii. proper and
sufficient care have been taken for 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. the annual accounts are
prepared on a going concern basis; v. internal financial controls, to be followed by the
Company are duly laid down and these controls are adequate and were operating effectively;
and vi. systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
(12) of the Companies Act, 2013
During the year under review, there were no frauds reported by the
auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act,
2013.
STATUTORY AUDITORS AND THEIR REPORT
The Shareholders of the Company at the Forty-First Annual General
Meeting held on 26th August, 2021 had accorded their approval pursuant to the provisions
of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules
made thereunder to appoint, M/s. P G BHAGWAT LLP, Chartered Accountants as the Statutory
Auditors of the Company for a period of five years commencing from the conclusion of
Forty-First Annual General Meeting until the conclusion of Forty-Sixth Annual General
Meeting.
The Auditors' Report to the Shareholders for the year under review
does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS & SECRETARIAL STANDARDS
The Secretarial Auditors, M/s. SVD & Associates, Practising Company
Secretaries, have issued Secretarial Audit Report (Form MR-3) for the Financial Year
2022-23 pursuant to Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is
annexed to Directors' Report as Annexure-1.
In respect of observations made out in the Secretarial Audit Report, it
is informed, as under:
Observation |
Explanation/ Comment |
Pursuant to section 124 read with clause (a) of Sub rule (3)
of Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund ) Rules, 2016, the publication of notice in newspaper regarding transfer of
equity shares to IEPF have been made beyond the time prescribed therefor in case of
Interim Dividend declared on March 11, 2016. |
Due to oversight there was delay in publication of the notice
in newspaper. As a corrective measure and to ensure non-recurrence of such events of non-
compliance like above, the Secretarial team has put in place a more robust checklist cum
Standard Operating Procedure. |
Certain E-Forms which were to be filed with Ministry of
Corporate Affairs (MCA) could not be filed due to technical glitches on the website of
MCA. |
The observation is self- explanatory. |
Pursuant to Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, M/s. Jog Limaye & Associates,
Practising Company Secretary, the Secretarial Auditor of Mahadhan AgriTech Limited (Formerly
known as Smartchem Technologies Limited) and Performance Chemiserve Limited, material
unlisted subsidiaries, has issued Secretarial Audit Report (Form MR-3) for the Financial
Year 2022-23. The said reports thereon are annexed as Annexure 8 and Annexure 9
to the Board's Report.
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
COST AUDITORS
Your Directors, at the meeting held on 17th May, 2023 based on the
recommendation of the Audit Committee, have appointed M/s Harshad S. Deshpande &
Associates, Cost Accountants, as the Cost Auditors for the Financial Year 2023-24 at a
remuneration of Rs. 2,25,000 /- (Rupees Two Lakhs Twenty Five Thousand only) plus GST as
applicable and reimbursement of travel and out-of-pocket expenses, which shall be subject
to the approval of the shareholders at the ensuing Annual General Meeting.
Further, M/s Harshad S. Deshpande & Associates, Cost Accountants
will submit the cost audit report along with annexure for the Financial Year 2022-23 to
the Central Government (Ministry of Corporate Affairs) in the prescribed form within
specified time and at the same time forward a copy of such report to your Company.
The Cost Audit Report for the Financial Year ended 31st March,
2022 was duly filed with the Central Government (Ministry of Corporate Affairs) on 23rd
November, 2022.
In accordance with the provisions relating to maintenance of cost
records as specified by the Central Government under sub-section (1) of Section 148 of the
Companies Act, 2013, the Company is required to maintain respective cost records and
accordingly, such accounts and records were made and maintained.
INTERNAL AUDITORS
Ernst & Young LLP (EY) are the Internal Auditors of the Company
since Financial Year 2016-17.
Further, the Board, on the recommendation of the Audit Committee, has
re-appointed EY as the Internal Auditors of the Company for the Financial Year 2023-24.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of investments made, loans advanced and guarantees given by the
Company are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
All contracts/arrangement/transactions entered by the Company during
the period under review with related parties were in compliance with the applicable
provisions of the Companies Act, 2013 (Act) and SEBI Listing Regulations. Prior omnibus
approval of the Audit Committee is obtained for all related party transactions which are
foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of
transaction entered into is also reviewed by the Audit Committee on a quarterly basis.
All related party transactions entered during the financial year
2022-23 were in the ordinary course of business, at arm's length and not material
under the Act and SEBI Listing Regulations. None of the transactions required
members' prior approval under the Act or SEBI Listing Regulations.
Details of transactions with related parties during financial year
2022-23 are provided in the notes to the financial statements. There were no transaction
requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form
AOC2 does not form a part of this Report.
CORPORATE GOVERNANCE
Pursuant to provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section titled Corporate
Governance' is attached to this Annual Report.
Further, a certificate form the Statutory Auditors of the Company
regarding compliance with the requirements of Corporate Governance as required under
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
also forms part of this report.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Report on the performance and financial position of subsidiaries,
associates and joint venture company in specified format is annexed to Board's Report
as Annexure-2.
AWARDS AND RECOGNITIONS
Please refer to section "Awards and Recognitions" in this
Annual Report for details of the awards received by the Company during the year under
review.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors of the Company has constituted Nomination and
Remuneration Committee and also approved the Nomination and Remuneration Policy which
inter- alia contains appointment criteria, qualifications, positive attributes and
independence of Directors, removal, retirement and remuneration of Directors, Key
Managerial Personnel (KMP) and Senior Management Personnel of the Company.
TheBoardofDirectorsoftheCompany,ontherecommendation of the Nomination
and Remuneration Committee, have revised the Nomination and Remuneration Policy of the
Company, at their meeting held on 25th May, 2022. A copy of Nomination and
Remuneration Policy is enclosed as Annexure 3 and is also available on the website
of the Company at https://www.dfpcl.com/uploads/2021/07/
Nomination-and-Remuneration-Policy-25-05-2022.pdf
RISK MANAGEMENT COMMITTEE
The Board of Directors of the Company has constituted a Risk Management
Committee to assess risks in the operations of business units of the Company, to mitigate
and minimize risks assessed in the operations of business units, periodic monitoring of
risks in the operations of business units, to look after cyber security and other matters
delegated to the Committee by Board of Directors of the Company from time to time.
Information on the development and implementation of Risk Management
Policy of the Company including identification therein of elements of risk which, in the
opinion of the
Board may threaten the existence of the Company is given in Management
Discussion and Analysis.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Company as a responsible Corporate Citizen, is engaged in
concerted CSR initiatives through Ishanya Foundation, as Implementing Agency for CSR
activities.
The details of the initiatives taken by the Company on CSR during the
year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in
Annexure-4 forming part of this report.
The Board of Directors of the Company has approved a comprehensive CSR
Policy as per the amended provisions of the Companies Act, 2013. The CSR policy as also
the CSR Projects as approved by the Board of Directors are available on the website of the
Company at the following links: https://www.dfpcl.com/uploads/2021/05/CSR-Policy
DFPCL. pdf
The details of composition of Corporate Social Responsibility Committee
and other details are provided in the Corporate Governance Report.
AUDIT COMMITTEE COMPOSITION
The details of composition of Audit Committee and other details are
provided in the Corporate Governance Report.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at the link: https://www.dfpcl.
com/investors/annual-return/
PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES
Information on the manner in which formal annual evaluation has been
made by the Board of its own performance and that of its committees and individual
directors is given in the Corporate Governance Report.
INDEPENDENCE OF DIRECTORS
All the Independent Directors of the Company have given declaration
that they meet the criteria of independence as provided in Sub-Section (6) of Section 149
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they are not aware of any circumstances or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external influence.
The Board of Directors have taken on record the declaration and
confirmation received from the Independent Directors and verified the veracity of such
disclosures.
In terms of Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves
on the Independent Directors' Databank as on the date of this Report and will undergo
the online proficiency self-assessment test within the specified timeline unless exempted
under the aforesaid Rules.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company follows the practice of conducting familiarisation
programme of the independent directors as detailed in the Corporate Governance Report
which forms part of the Annual Report.
WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under
which the employees are free to report violations of the applicable laws and regulations
and the Code of Conduct. Further, as per the provisions of Regulation 18 (3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 (Listing Regulations)
read with Part C of Schedule II to Listing Regulations, the Audit Committee, on a
quarterly basis reviews the functioning of whistle blower mechanism of the Company and
found the same satisfactory.
A copy of the Whistle Blower Policy is available on the website of the
Company at the following weblink: https://www.dfpcl.
com/uploads/2018/12/WhistleBlowerPolicy.pdf
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company's internal financial control systems commensurate
with the nature, size and complexity of the businesses and operations. These are
periodically tested and certified by Statutory as well as Internal Auditors. Significant
audit observations and the follow up actions are reported to the Audit Committee.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the
financial position of the Company, which have occurred between the end of the financial
year of the Company and the date of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Pursuant to the provisions of Section 136 (1) of the Act and as
advised, the statement containing particulars of employees as required under Section 197
(12) of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection.
Members interested in obtaining a copy of the same may write to the Company Secretary at
investorgrievance@dfpcl.com and the same will be furnished on request. Hence, the Annual
Report is being sent to all the Members of the Company excluding the aforesaid
information.
The details of remuneration drawn by Mr. Sailesh C. Mehta, Chairman and
Managing Director of the Company from the Company and also from the subsidiary of the
Company in terms of Section 197(14) of the Companies Act, 2013 is provided in the
Corporate Governance Report.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
During the year under review, there were no such instances. However,
the status of Ishanya Realty Corporation Limited has changed from associate to subsidiary
of the Company.
FIXED DEPOSITS
Your Company has not accepted any deposits, covered under Chapter V of
the Companies Act, 2013 and hence no details pursuant to Rule 8 (5) (v) and 8 (5) (vi) of
the Companies (Accounts) Rules, 2014 are reported.
DISCLOSURE AS PER SEXUAL HARASSMENT OF
WOMENATWORKPLACE(PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with Rules made thereunder, the
internal committee constituted under the said act has confirmed that no complaint / case
has been filed / pending with the Company during the year. The said policy has been
uploaded on the internal portal of the Company for information of all employees.
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required by the Companies (Accounts) Rules, 2014, the relevant data
pertaining to conservation of energy, technology absorption and foreign exchange earnings
and outgo are annexed to Board's Report as Annexure - 5.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended, inter alia, provides that the annual report of
the top 1,000 listed entities based on market capitalisation (calculated as on 31st March
of every financial year), shall include a Business Responsibility and Sustainability
Report.
As the Company is one of the top 1,000 listed entities, the Company has
presented its first Business Responsibility and Sustainability Report (BRSR) for the
financial year 2022-23, which is part of this Annual Report.
As a green initiative, the BRSR Report has been hosted on the
Company's website and can be accessed at the link https://www.dfpcl.com/uploads/2023/07/Business-Responsibility-and-Sustainability-Report-2022-23.pdf
MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT
INCLUDING PEOPLE EMPLOYED
The overall industrial relations in the Company were cordial. The
manpower employed is around 941 employees.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation to
the Company's bankers, customers, vendors, investors and all other stakeholders for
their continued support during the year. Your Directors are also pleased to record their
appreciation for the dedication and committed contribution made by employees at all levels
who, through their competence and hard work, have enabled your Company to achieve good
performance amidst challenging times and look forward to their support in the future as
well.
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For and on behalf of the Board |
Place: Pune |
S. C. Mehta |
Dated: 17th May, 2023 |
Chairman and Managing Director |
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