Dear Members,
The Directors are pleased to present the Company's One Hundred and Second (102nd)
Annual Report together with the Audited Financial Statements for the financial year ended
March 31, 2023.
FINANCIAL PERFORMANCE
(Rs in lakhs (Except EPS))
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
38,460.11 |
32,629.80 |
38,473.61 |
32,630.02 |
EBITDA |
3,866.40 |
4,671.67 |
3,878.12 |
4,671.05 |
| Less: Depreciation & Amortization |
1,758.17 |
803.86 |
1,760.58 |
805.98 |
| Less: Finance Cost |
1,058.02 |
450.85 |
1,058.02 |
450.85 |
Profit Before Tax (PBT) |
1,050.21 |
3,416.96 |
1,059.52 |
3,414.22 |
| Less: Current Tax/Deferred tax |
364.54 |
1,280.62 |
366.46 |
1,280.22 |
Profit After Tax |
685.67 |
2,136.34 |
693.06 |
2,134.00 |
Add: Other Comprehensive Income (Net of Tax) |
20.12 |
33.62 |
19.35 |
33.62 |
Total Comprehensive Income |
705.79 |
2,169.96 |
712.41 |
2,167.62 |
| Balance brought forward from last year |
14,681.79 |
12,950.15 |
14,702.54 |
12,973.24 |
| Other items of Other Comprehensive Income |
(20.12) |
(33.62) |
(19.35) |
(33.62) |
| Dividend Paid |
(249.40) |
(124.70) |
(249.40) |
(124.70) |
| Transfer to Capital Redemption Reserve |
0 |
(280.00) |
0 |
(280.00) |
| Balance Carried to Balance Sheet |
15,118.06 |
14,681.79 |
15,146.20 |
14,702.54 |
Basic & Diluted EPS (in ) |
2.75 |
8.57 |
2.78 |
8.56 |
FINANCIAL SUMMARY
On a consolidated basis, the revenue from operations increased to Rs 38,473.61 lakhs
for FY 22-23 as against Rs 32,630.02 lakhs in the previous year, an increase of 17.91% and
on a standalone basis, the revenue from operations increased to Rs 38,460.11 lakhs for FY
22-23 as against Rs 32,629.80 lakhs in the previous year, an increase of 17.87%, this was
mainly due to higher realisation of volumes.
The economic slowdown coupled with high interest rates in various economies lower
consumption and intensified competition due to China's operating at full capacity, the
product margins have affected remarkably, however despite these odds the company has been
able to achieve and maintain the EBITDA on consolidated basis at Rs 3,878.12 lakhs in FY
22-23 as against Rs 4,671.05 lakhs in the previous year. The Profit before tax stood at Rs
1,059.52 lakhs in FY 22-23 as compared to the profit of Rs 3,414.22 lakhs in the previous
year.
The financial and operational performance overview and outlook is provided in detail in
the Management Discussion and Analysis forming part of this Annual Report.
DIVIDEND
In order to conserve resources, the directors did not recommend any dividend for the
financial year ended on March 31, 2023.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board of Directors of your Company has adopted Dividend
Distribution Policy. The Dividend Distribution Policy is also uploaded on the website of
the Company and web-link for the same is
https://www.dmcc.com/Media/pdf/DMCC_Dividend-Distribution-Policy.pdf
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profits for FY
2022-23 in the retained earnings.
EQUITY SHARE CAPITAL
There were no changes in the Share Capital during the Financial Year under review. As
on March 31, 2023, the issued, subscribed and paid up share capital of your Company stood
at 24,93,99,330/- (Rupees Twenty-Four Crores Ninety-Three lakhs Ninety-Nine Thousand Three
Hundred Thirty Only), comprising of 24939933 Nos. of Equity shares of 10/- each.
The Company has neither issued shares with differential voting rights nor granted any
stock options or issued any sweat equity or Bonus Shares. Further, the Company has not
bought back any of its securities during the year under review and hence no
details/information invited in this respect.
BOARD MEETINGS
The Board met five (5) times during the Financial Year 2022-23 namely, May 24, 2022,
August 12, 2022, September 14, 2022, November 07, 2022 and February 10, 2023. The maximum
time gap between any two Board Meetings was not more than 120 days as required under
Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and
Secretarial Standard on Meetings of the Board of Directors.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part of this report.
SUBSIDIARY COMPANY
DMCC (Europe) GmbH (Formerly Borax Morarji (Europe) GmbH) is a 100% wholly owned
subsidiary Company in Germany. Primarily it owns registrations for your company's products
as per REACH regulations. This is a requirement for sales into the European Union. During
the year under review the name of Subsidiary is changed from Borax Morarji (Europe) GmbH
to DMCC (Europe) GmbH.
A statement containing the salient features of the financial statement of the Company's
wholly-owned subsidiary under the provisions of section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed in prescribed
form AOC-1 (Annexure V).
Further, pursuant to the provisions of Section 136 of the Act, the standalone and
consolidated financial statements of the Company and the financial statement of the
subsidiary, are available on the website of the Company at www.dmcc.com
The Company does not have any Associate or Joint Venture Companies. Further, the
Company's policy on determining the material subsidiaries, as approved by the Board is
uploaded on the Company's website at https://www.dmcc.com/Media/pdf/
DMCC_Policy_Determining-Material-Subsidiaries.pdf
CONSOLIDATION OF ACCOUNTS
In pursuance of the mandatory compliance with the Indian Accounting Standards (Ind AS),
as issued by the Ministry of Corporate Affairs, the Company has presented Consolidated
Financial Statements for the year under report, consolidating its accounts with the
accounts of its Wholly Owned Subsidiary Company, viz. DMCC (Europe) GmbH (Formerly Borax
Morarji (Europe) GmbH). A separate report of the Statutory Auditor on the consolidated
Financial Statements also forms part of the same.
INDIAN ACCOUNTING STANDARDS
The financial statements comply in all material aspects with the Indian Accounting
Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act),
Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and
other relevant provisions of the Act. There has been no material change which have
occurred between end of the Financial year 2022-23 and the date of this report.
AUDITORS REPORT
The Auditors' Report on standalone and consolidated financial statements for the year
ended March 31, 2023 forms an integral part of this Annual Report. The Auditors' Report
does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes
to the Financial Statements are self-explanatory and do not call for any further comments.
The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of
the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the
time being in force).
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS a) Procedure for
Nomination and Appointment of Directors
The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and
other employees has been formulated in terms of the provisions of the Companies Act, 2013
and the Listing Regulations with a view to pay equitable and commensurate remuneration to
the Directors, Key Managerial Personnel and other Employees of the Company, based on the
Qualification, Experience and Industry Standards.
On the recommendation of the Nomination and Remuneration Committee ("NRC"),
the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial
Personnel and other employees pursuant to the applicable provisions of the Act and the
Listing Regulations. The remuneration determined for Executive/Independent Directors is
subject to the recommendation of the NRC and approval of the Board of Directors. The
Non-Executive Directors are compensated by way of profit-sharing commission and the
criteria being their attendance and contribution at the Board/ Committee Meetings. The
Executive Directors are not paid sitting fees; however, the Non-Executive Directors are
entitled to sitting fees for attending the Board/Committee Meetings.
The Company also has in place policy for succession of Board and Senior Management and
Policy on Board Diversity adopted by the Board on the recommendation of NRC.
It is armed that the remuneration paid to Directors, Key Managerial Personnel and all
other employees are in accordance with the Remuneration Policy of the Company. The policy
of the Company on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of Directors and other
matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the
Listing Regulations is available on the Company's website at www.dmcc.com
b) Familiarization/Orientation program for Independent Directors
The Independent Directors attend a Familiarization/Orientation Program on being
inducted into the Board. Further, various other programmes are conducted for the benefit
of Independent Directors to provide periodical updates on regulatory front, industry
developments and any other significant matters of importance. The details of
Familiarization Program are provided in the Corporate Governance Report and is also
available on the Company's website. The Company issues a formal letter of appointment to
the Independent Directors, outlining their role, function, duties and responsibilities,
the format of which is available on the Company's website at https://www.dmcc.
com/media/pdf/Independent-Director-Appt-Letter-Annexure-Draft_DMCC.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 31, 2023, the Board of Directors comprised of eight members including two
women members of which one is Independent Board member. The Board has an appropriate mix
of Executive Directors (‘EDs'), Non-Executive Directors (‘NEDs') and Independent
Directors (‘IDs'), which is compliant with the Companies Act, 2013, the Listing
Regulations and is also aligned with the best practices of Corporate Governance.
a) Changes at the Board and Key Managerial Personnel
During the year under review, there were following changes at the Board and Key
Managerial Personnel:
i. Shri Bimal Lalitsingh Goculdas (DIN: 00422783), Managing Director and Chief
Executive Officer of the Company, was re-appointed for a period of three consecutive years
w.e.f. April 01, 2023 to March 31, 2026. His appointment is subject to approval of members
and the said approval is being taken by passing of resolution by way of Postal Ballot.
ii. Shri Sanjeev Vishwanath Joshi (DIN: 00392020) and Shri Mukul Manoharlal Taly (DIN:
01334360) were reappointed as a Non-Executive Independent Directors of the Company for a
second term of five consecutive years w.e.f. February 14, 2023 and their re-appointment
was approved by the members of the Company at the Annual General Meeting held on September
14, 2022.
iii. Shri Chirag Jaswant Shah, Chief Finance Officer of the Company resigned w.e.f.
February 10, 2023. The Board places on record their appreciation for the services rendered
by him during his tenure.
b) Director liable to retire by rotation and offers himself for reappointment
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Ms. Mitika Laxmikumar Goculdas (DIN: 02879174)
Non-Executive, Non-Independent Director of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, has offered herself for the reappointment. The
Board recommends her re-appointment.
As per the Secretarial Standard - 2 and the Listing Regulations, brief profile and
other related information of Ms. Mitika Laxmikumar Goculdas (DIN: 02879174) Non-Executive,
Non-Independent Director retiring by rotation is provided in the Notice of ensuing Annual
General Meeting.
As on March 31, 2023, Shri Bimal Lalitsingh Goculdas, Managing Director and Chief
Executive Officer, Shri Dilip Trimbak Gokhale, Executive Director and Shri Omkar C.
Mhamunkar, Company Secretary are the Key Managerial Personnel of the Company in terms of
Section 203 of the Companies Act, 2013.
Further, pursuant to the recommendation of Nomination and Remuneration Committee and
Audit Committee, the Board at its meeting held on May 17, 2023 appointed Shri Sunil Kumar
Goyal as the Chief Finance Officer and Key Managerial Personnel of the Company in terms of
Section 203 of the Companies Act, 2013, w.e.f. May 18, 2023.
COMMITTEES OF THE BOARD
As on March 31, 2023 the Company has Six (6) Committees of the Board i.e. Audit
Committee (‘AC'), Risk Management Committee (‘RMC'), Nomination and Remuneration
Committee (‘NRC'), Stakeholders' Relationship Committee (‘SRC'), Corporate
Social Responsibility Committee (‘CSR') and Independent Directors Committee
(‘IDC'). The composition of the above committees, as on March 31, 2023 is disclosed
in the Corporate Governance Report forming part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have given declarations that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge duties with an objective independent judgment and
without any external influence. During the year, the non-executive Directors of the
Company had no pecuniary relationship or transactions with the Company. In the opinion of
the Board, all Independent Directors are independent of the management.
Pursuant to Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014 as amended, all Independent Directors of the Company viz. Shri Sanjeev V. Joshi, Shri
Madhu T. Ankleshwaria, Shri Mukul M. Taly and Dr. (Mrs.) Janaki Ashwin Patwardhan have
registered themselves in the Independent Directors databank maintained with the Indian
Institute of Corporate A_airs (IICA). Further, in the opinion of the Board of Directors of
the Company, all Independent Directors possess high integrity, expertise and experience
including the proficiency required to discharge the duties and responsibilities as
Directors of the Company.
BOARD EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out an Annual Evaluation of its own performance,
performance of the Individual Directors and the working of its Committees, based on the
evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance
evaluation process of the Board, its Committees and Directors.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated. 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. The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of criteria such as the composition
of committees, effectiveness of Committee meetings, etc. The performance of the Board,
committees and individual directors was found satisfactory.
During the year under review, a separate Meeting of Independent Directors of the
Company was held on February 09, 2023 in person, wherein all Independent Directors were
present. At the said meeting, Independent Directors discussed and evaluated performance of
Non-Executive Chairman, Non-Executive Vice
Chairperson, Managing Director and Chief Executive O_cer and Executive Director, the
Board and its various committees as a whole and also assessed the quality, quantity and
timeliness of flow of information between the management of the Company and the Board that
is necessary for the Board to effectively and reasonably perform its duties.
BOARD DIVERSITY
The Board of Directors enables effcient functioning through differences in perspective
and skill, and fosters differentiated thought processes at the back of varied industrial
and management expertise, gender, knowledge and geographical backgrounds. The Board
recognises the importance of a diverse composition and has adopted a Board Diversity
Policy which sets out its approach to diversity. The policy is available at the website of
the Company at https://www.dmcc.com/Media/pdf/ Board-Diversity-Policy_DMCC.pdf
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year under
review were at arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. The Audit Committee and
the Board of Directors at their meetings have reviewed and approved all the related party
transactions undertaken by the Company during the Financial Year. All Related Party
Transactions are placed/routed through the Audit Committee and the Board of Directors.
None of the Directors have any pecuniary relationships or transactions with the Company.
The related party transactions entered into by the Company are disclosed in Note no 41 of
the Notes to Accounts. No transactions were entered into by the Company that required
disclosure in Form AOC-2. The Policy on Related Party Transactions as approved by the
Board is uploaded on the Company's website at https://www.dmcc.com/Media/pdf/
Related-Party-Transactions-Policy_DMCC.pdf
RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the provisions of
the Companies Act, 2013 and Regulation 21 of the Listing Regulations which reflects the
overall risk management philosophy, the Company's overall approach to risk management,
risk assessment, risk mitigation mechanism and the role and responsibilities for risk
management. The Company has also laid down procedure to inform the Audit Committee and the
Board about the risk assessment and minimization procedures. These procedures are
periodically reviewed to ensure that executive management control risks by means of a
properly defined framework. The monthly review meetings of all the functional/departmental
heads inter alia discuss the relative risk management issues.
The Company has constituted a Risk Management Committee which has been entrusted with
the responsibility to assist the Board in (a) approving the Company's Risk Management
Framework and (b) overseeing all the risks that the organization faces such as strategic,
financial, liquidity, security, regulatory, legal, reputational and other risks that have
been identified and assessed to ensure that there is a sound Risk Management Policy in
place to address such concerns/risks. The Risk
Management process covers risk identification, assessment, analysis and mitigation. The
details pertaining to composition of Risk Management Committee are included in the
Corporate Governance Report, which forms part of this report.
The Audit Committee has additional oversight in the area of financial risks and
controls. Major risks identified by the business and functions are systematically
addressed through mitigating actions on a continuing basis.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Pursuant to Section 134 of the Companies Act, 2013 your Company has in place an
adequate system of internal controls to ensure compliance with various policies, practices
and statutes. It has procedures covering all financial and operating functions and
processes. These have been designed to provide a reasonable assurance with regards to
maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations and compliances.
The Audit Committee meets the Internal Auditors and Statutory Auditors to ascertain,
inter alia, their views on the adequacy of internal control systems and keeps the Board of
Directors informed of their major observations periodically. The Audit Committee is of the
opinion that as on March 31, 2023, the internal financial controls were adequate and
operating e_ectively.
PROHIBITION OF INSIDER TRADING
In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulation
2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive
information, the Company has adopted a Code of conduct to Regulate, Monitor and Report
Trading by Designated Persons and their Relatives (‘Insider Trading Code') and code
of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information
(‘Code of Fair Disclosure').
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive
information by insiders and connected persons and ensure that the Directors and specified
persons of the Company and their dependents shall not derive any benefit or assist others
to derive any benefit from access to and possession of price sensitive information about
the Company which is not in the public domain, that is to say, insider information.
The code of Fair Disclosure ensures that the a_airs of the Company are managed in a
fair, transparent and ethical manner keeping in view the need and interest of all the
Stakeholders.
ENVIRONMENT HEALTH AND SAFETY (EHS)
Your Company has in place Environment Health and Safety (EHS) policy. Your Company has
various EHS management processes and methodologies being deployed and implemented under
the EHS to ensure that the employees become more safety conscious. The Company has a
system of in - house EHS training for employees and workmen at the factory as also the
practice of sending the employees/workmen to various external EHS programmes. The EHS
management process at both the locations viz. Roha and Dahej are administered by qualified
professionals.
CREDIT RATINGS
During the year under review CRISIL Ratings Limited (CRISIL) has reaffirmed the
Long-Term Rating of CRISIL BBB+/Stable for the Total Bank facilities of Rs 105.00 Crores
and also CRISIL BBB+/Stable for Company's Fixed Deposit Programme of Rs10.00 Crores.
CERTIFICATION AND AWARDS
a) Responsible Carer: Responsible Carer is a global voluntary initiative of
the Chemical Industry, the objective of which is continuous improvement in the areas of
environmental protection, health, safety and security.
The Company has a Responsible Care Policy. It is the endeavour of your Company that our
products - both raw material and finished goods pose no risk to employees, society and
environment as well. This is sought to be achieved by minimizing the negative influence of
our products along the entire supply chain, right from procurement, storage and
manufacturing right up to sale. Your Company is one of the few in India, authorized to use
the Responsible carer logo. This has been achieved after extensive site and systems
component, third party mentoring, and a series of audits. The existing validity of
authorisation to use Responsible Carer Logo is renewed for further period of Three
Years i.e. from April 2022 to March 2025.
b) In-house R & D Unit Registration: Your Company has its own, modern and
well-equipped Research and Development Laboratory located at its factory at Roha. This
in-house R & D Laboratory is a recognised Research Institution by the Department of
Science and Technology, Department of Scientific and Industrial Research (DSIR),
Government of India, New Delhi.
c) Together For Sustainabilityr: The TFS Audit was carried out under the
stipulations made by a Group of EU based major Pharmaceutical companies. This will enable
and has enabled the Company for obtaining expeditious approval for the products sold/to be
sold in Europe market.
d) ISO Certification: Both Plants of the Company, situated at Roha, Dist. Raigad
in the State of Maharashtra and at Dahej, Dist. Bharuch in the state of Gujarat enjoys ISO
9001:2015 Certification.
e) REACH:REACHregulationisadoptedbytheEuropeanUnion to improve protection of human
health and environment from the risks that can be posed by the Chemicals. REACH stand for
Registration, Evaluation, and Authorisation of all Chemical Substances. DMCC (Europe) GmbH
(Formerly Borax Morarji (Europe) GmbH) has registered several products under the REACH
Regulations and your company continues to take advantage of this registration.
f) Certificate of Merit from National Safety Council: Your Company is awarded with
"Certificate of Merit" under ("Chemical and Fertiliser Category") by
National Safety Council - Maharashtra Chapter for achieving "Zero Accident Frequency
Rate" for the year 2020 for its Manufacturing Facility at Roha, Maharashtra.
g) Certificate of Merit from CHEMEXIL: Your Company is awarded with
"Certificate of Merit" for the Outstanding Export performance in FY 2017-18. The
Award was presented by Smt. Anupriya Patel, Hon'ble Union Minister of State for Commerce
and Industry, Govt. of India at 47th Export Awards ceremony of CHEMEXCIL held
on April 15, 2023 at Mumbai.
h) Award from FICCI for Effciency in Water Usage: Your Company was accredited with
FICCI Chemicals & Petrochemicals award 2022. The award is recognition for E_ciency in
Water Usage in Chemicals.
AUDITORS
a) Statutory Auditors: In accordance with the provisions of Section 139 of the
Companies Act, 2013, M/s. Rahul Gautam Divan & Associates, Chartered Accountants (ICAI
Firm Registration No.120294W) were re-appointed as the Statutory Auditors of your Company
at the 101st Annual General Meeting for a term of 5 years, to hold office from
that meeting till the conclusion of 106th Annual General Meeting to be held in
2027. As per the provisions of Section 139 of the Act, they have confirmed that they are
not disqualified from continuing as Auditors of the Company. The Auditors' Report on the
financial statements of the Company for the financial year ended March 31, 2023 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark. The
Auditors' Report is enclosed with the financial statements forming part of the annual
report.
Rahul Gautam Divan & Associates is a member of Intercontinental Grouping of
Accountants and Lawyers, a worldwide association of professional services firms, offering
high quality accounting, auditing, legal and consultancy services. The combined experience
of the partners in the chartered accountancy profession within the firm is over 41 years.
Rahul Gautam Divan & Associates have associated offices in Ahmedabad, with resident
partners at the associated office. Rahul Gautam Divan & Associates have been involved
in the Statutory Audits and also Internal Audits of various companies, and have the wide
experience to conduct the statutory audit of the Company.
b) Internal Auditors: Pursuant to the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable
provisions if any of the Companies Act, 2013, the Board of Directors based on the
recommendation of the Audit Committee has re-appointed Messrs Mahajan & Aibara
Chartered Accountants LLP, a reputed firm of Chartered Accountants as Internal Auditors of
the Company for a period of three years commencing from April 01, 2022 to March 31, 2025.
The Internal Auditors, Mahajan & Aibara, Chartered Accountants LLP, Mumbai have
conducted internal audits periodically and submitted their reports to the Audit Committee.
Their Reports have been reviewed by the Audit Committee from time to time.
c) Cost Auditors: The Cost Records of the Company are maintained in accordance with
the provisions of Section 148(1) of the Companies Act, 2013. The Cost Audit Report, for
the financial year ended March 31, 2022, was filed with the Central Government within the
prescribed time. The Board, on recommendation of the Audit Committee, had appointed Shri
S.S. Dongare, Cost Accountant as the Cost Auditors to conduct the audit of Company's cost
records for the financial year ended March 31, 2024.
The Cost Auditors have confirmed that their appointment is within the limits of Section
141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any
disqualifications specified under Section 141(3) and proviso to Section 148(3) read with
Section 141(4) of the Companies Act, 2013. The Audit Committee has also received a
certificate from the Cost Auditors certifying their independence and arm's length
relationship with the Company.
The Cost Auditors will submit their report for the financial year ended March 31, 2023
on or before the due date. In accordance with the provisions of Section 148 of the Act
read with the Companies (Audit and Auditors) Rules, 2014. Since the remuneration payable
to the Cost Auditor for the financial year ended March 31, 2024 is required to be ratified
by the members, the Board recommends the same for approval by members at the ensuing AGM.
d) Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and rules thereunder, Shri Satish Kumar Jain, Proprietor of SKJ &
Associates, Practicing Company Secretaries (FCS 6398/COP 6632) were appointed to conduct
the secretarial audit of the Company for the financial year 2022-23.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the FY 2022-23 as submitted by Secretarial Auditors in
Form MR-3 is annexed to this Report as Annexure III and form part of this report.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors
in their Report.
COMPLIANCE MONITORING
Your Company has set up a Compliance Management System for e_ectively monitoring and
ensuring compliances applicable to the Company.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The particulars of employees as required under section 197 of the Companies Act, 2013
(the Act) read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended for the financial year ended
March 31, 2023 have been furnished and are provided in "Annexure IV" to
this Report. Further disclosure required under Para IV of Section II of Part II of
Schedule V of the Companies Act, 2023 is provided in the Corporate Governance Report.
In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are
being sent to the shareholders excluding the information required under Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any
shareholder interested in obtaining the same may write to the Company Secretary at the
Registered Office of the Company. The said information is available for inspection by the
Members at the Registered Office of the Company on any working day of the Company up to
the date of the 102nd Annual General Meeting.
INSURANCE
The Company has taken adequate Insurance to cover the risks to its employees, property
(land and buildings), plant, equipment, other assets and third parties.
PUBLIC DEPOSITS
During the year, your Company has accepted fresh deposits of an amount of Rs135.50
lakhs and as on March 31, 2023 fixed deposit aggregating to Rs 948.50 lakhs are
outstanding. There are no fixed deposits remaining unpaid or unclaimed as at the end of
the year. Further, no amount of principal or interest was outstanding or in default as on
March 31, 2023.
Post-Merger of Borax Morarji Limited (BML) with Your Company, the balance amount of
unclaimed matured deposit of erstwhile BML, as on March 31, 2022 was Rs 0.20 lakhs. During
the year 2022-23, the Rs 0.10 lakhs were claimed by the Deposit holder. Thus, as on March
31, 2023, the unclaimed matured deposits are Rs 0.10 lakhs.
UNPAID/UNCLAIMED DIVIDEND
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which
remains unpaid or unclaimed for a period of seven years from the date of their transfer to
the unpaid dividend account are required to be transferred by the Company to the Investor
Education and Protection Fund (‘IEPF'), established by the Central Government.
Further, as per IEPF Rules, the shares on which dividend has not been paid or claimed by
the members for seven consecutive years or more shall also be transferred to the demat
account of the IEPF Authority. Further, as per Rule 6(8) of IEPF Rules, all benefits such
as bonus shares, split, consolidation except right issue, accruing on shares which are
transferred to IEPF, shall also be credited to the demat account of the IEPF authority.
As of now the Company is not required to transfer any Unclaimed/Unpaid Dividend to the
Investor Education and Protection Fund established by the Central Government.
The dividend for the following years if remaining unclaimed for seven years, will be
liable to be transferred by the Company to IEPF according to the schedule given below.
Shareholders who have not so far encashed their dividend warrant or have not received the
same are requested to seek issue of duplicate warrant by writing to Link in time India
Private Limited confirming non–encashment/ non-receipt of dividend warrant.
Financial Year |
Date of Declaration |
Date of Transfer to IEPF |
| 2017-18 |
26-09-2018 |
24-10-2025 |
| 2018-19 Interim |
07-12-2018 |
04-01-2026 |
| 2018-19 Special Final Dividend |
20-09-2019 |
18-10-2026 |
| 2020-21 Interim |
14-09-2020 |
13-10-2027 |
| 2020-21 Second Interim |
08-02-2021 |
08-03-2028 |
| 2020-21 Final Divided |
22-09-2021 |
20-10-2028 |
| 2021-22 Final Dividend |
14-09-2022 |
12-10-2029 |
The details of Unclaimed Dividend by Shareholders are also made available on the
website of the Company and at https://www.
dmcc.com/investor/investor-information/dividends and are updated at periodic intervals.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
During the year under review, your Company has neither given loan to any bodies
corporates or any other persons nor provided any corporate guarantee or security under
Section 186 of the Companies Act, 2013. The Company has given advance against salary to
some employees in terms of the applicable policies of the Company. The said investment was
within the limits specified under Section 186 of the Companies Act, 2013. Particulars of
investments and disclosure required under Section 186(4) of the Companies Act, 2013 are
provided in the notes to the Financial Statements.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal Auditors,
Statutory Auditors, Cost Auditors, External Auditor and Secretarial Auditor, including
audit of internal financial controls, over the financial reporting by the Statutory
Auditors and the reviews performed by the Management and the relevant Board committees,
including the Audit Committee, the Board is of the opinion that the Company's internal
financial controls were adequate and e_ective during the Financial Year ended March 31,
2023.
Accordingly, to the best of knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statement in terms of
Section 134(5) of the Companies Act, 2013:
a) that in the preparation of the Annual Accounts for the year ended March 31, 2023,
the applicable Accounting Standards have been followed and that there are no material
departures;
b) that the Directors had 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
of the profit of the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the annual accounts have been prepared on a going concern basis;
e) that the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) that the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion
and Analysis Report for the year, is presented in a separate section, forming part of the
Annual Report.
CORPORATE GOVERNANCE
Pursuant to Regulation 34 of the Listing Regulations a separate Section titled Report
on Corporate Governance is included in this Annual Report and the certificate of the
statutory auditors of the Company certifying compliance with the conditions of corporate
governance as stipulated under relevant Regulations of the Listing Regulations is obtained
and annexed with the report on Corporate Governance.
BUSINESS RESPONSIBILITY SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of the Listing Regulations and SEBI vide its General
Circular No. SEBI/LAD NRO/GN/2021/22 dated May 10, 2021, detailed information on the
initiatives taken by the Company from an environmental, social and governance perspective
is provided in the Business Responsibility Sustainability Report and included in this
Annual Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules 2014 is annexed as Annexure I and forms part of this
Report.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors' and employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policy
provides for adequate safeguards against victimization of employees, who avail of the
mechanism and provides to employees' direct access to the Chairman of the Audit Committee.
It is a_rmed that no personnel of the Company have been denied access to the Audit
Committee. The Whistle Blower Policy has been posted on the Website of the Company at
https://www.dmcc.com/Media/pdf/Whistle-Blower-Vigil-Mechanism_DMCC.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has a Policy on Corporate Social Responsibility and the same has been
posted on the website of the Company at https://www.dmcc.com/Media/pdf/CSR-Policy_DMCC.pdf
The Annual Report on CSR activities in terms of the requirements of Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed as Annexure-II which forms
part of this Report.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE
Your company always endeavours and provide conducive work environment that is free from
discrimination and harassment including sexual harassment. Your Company has zero tolerance
towards sexual harassment at workplace and has adopted a policy for prevention of Sexual
Harassment of Women at workplace. The Company has set up an Internal Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
to look into complaints relating to sexual harassment at workplace of any woman employee.
During the year under review, no complaints pertaining to sexual harassment were received
and no complaint was pending as on March 31, 2023.
ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the
copy of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the
same is available at the website of the Company at https://www.dmcc.
com/investor/statutory-information/annual-returns
COMPLIANCE WITH THE SECRETARIAL STANDARD
The relevant Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) related to the Board Meetings and General Meeting have been complied with by
the Company.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT IN TERMS
OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
During the year 18009 Nos. of Shares were transferred to Unclaimed Suspense Account and
thereafter the said shares were transferred from Unclaimed Suspense Account to the
Company's Unclaimed Suspense Demat Account.
Description |
Unclaimed Suspense Account |
Demat Suspense Account |
| a. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year |
NIL |
NIL |
| b. number of shareholders who approached listed entity for transfer of
shares from suspense account during the year |
Not Applicable |
Not Applicable |
| c. number of shareholders to whom shares were transferred from suspense
account during the year; |
NIL |
NIL |
| d. aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year |
NIL |
18009 |
The members are requested to note that the voting rights on these shares shall remain
frozen till the rightful owner of such shares claims the shares. The Details of Unclaimed
Shares are available under the Investor Section on the website of the Company at
https://www.dmcc.com/investor/investor-information/unclaimed-shares
Further as per the SEBI Guidelines, the Company has also opened a suspense Escrow Demat
Account and as on March 31, 2023, no shares are lying unclaimed in the said account.
GENERAL DISCLOSURE
During the year under review:
a) the Company has not made any provisions of money or has not provided any loan to the
employees of the Company for purchase of shares of the Company, pursuant to the provisions
of Section 67 of the Companies Act, 2013 and Rules made thereunder.
b) there are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
c) There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement.
d) There are no significant material changes and commitments affecting the financial
position of the Company, which have occurred between the end of the Financial Year of the
Company to which the financial statements relate and the date of the Report.
During the year under review, there was no change in the nature of business of the
Company.
DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE
In compliance with the provisions of MCA vide its Circular No. 10/2022 dated December
28, 2022, and SEBI circular dated January 05, 2023 has dispensed with the printing and
despatch of hard copies of annual reports to shareholders. Hence, the Annual Report
2022-23 is being sent only through electronic mode to those Members whose email IDs are
available with the Company/Depositories/RTA. The Annual Report 2022-23 is available on the
Company's website at www.dmcc.com
We also request all the investors whose email id(s) are not registered to take
necessary steps to register their email id with the Depository Participant/Registrar and
Share Transfer Agent.
GREEN INITIATIVES
We request all the shareholders to support the ‘Green Initiative' of the Ministry
of Corporate Affairs and DMCC's continuance towards greener environment by enabling the
service of the Annual Report, AGM Notice and other documents electronically to your email
address registered with your Depository Participant/Registrar and Share Transfer Agent.
ACKNOWLEDGEMENTS
The Board of Directors of your Company is pleased to acknowledge with gratitude the
cooperation and continued support extended by shareholders, customers, suppliers, and
contractors, various departments of Central and State Governments and Banks. The relations
between the employees and the management continue to be cordial. Your Directors place on
record their appreciation of the sincere and devoted efforts of the employees at all
levels and their continued cooperation and commitment.
|
For and on behalf of the Board |
Registered Office |
Laxmikumar Narottam Goculdas |
| Prospect Chambers, |
Chairman |
| 317/321, Dr. Dadabhoy Naoroji Road, Fort, |
DIN: 00459347 |
| Mumbai 400001. |
|
Place: Mumbai |
|
Date: May 17, 2023 |
|
Annexure I to The Directors' Report
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Particulars required under Section 134 of the Companies Act, 2013 including rules
framed there under:
(A) CONSERVATION OF ENERGY:
i. The steps taken or impact on conservation of energy: The Company continues
measures to reduce energy consumption at its plants and offices by improving
energy-intensive manufacturing process.
ii. The steps taken by the Company for utilizing alternate sources of energy:
a) Waste Heat Recovery System:
The Company continues to explore the resources and possibilities to operate in a more
sustainable manner. The Company continues to generate electricity of approx. 7,200 Units
per day from 0.5 MW Turbine Generator (TG) at Roha through the Waste Heat generated from
the Sulphuric Acid Plant at Roha. Further, the Company is in the process of installing of
2.0 MW Turbine Generator (TG) at Roha in place of its existing 0.5 MW which would be in
operation by August 2023, with this capacity the Company will generate approximately 25000
Units per day. Further at Dahej Plant, the Company has installed 2.0 MW Turbine Generator
(TG) which is generating electricity of approx. 34000 Units per day.
b) Solar Panel: The Company has installed Solar Panel (Capacity 335 KW) at Roha
which saves approx. 700 Units per day during the rainy season and about 1400 to 1500 Units
per day during the summer season.
c) Rainwater Harvesting: The Company has built Reservoir Pond at Roha with a
Capacity of approx. 1000 m3 which reduces the requirement of water about 50 m
to 60 m3 per day from MIDC during the rainy season.
d) Effiuent Water Recycling: With effiuent water recycling in cooling towers, the
Company saves about 120 m fresh water per day from MIDC by using new technology i.e.
SCALEBAN technology.
e) STP Unit: At Roha Plant the Company has a Sewage Treatment Plant (STP) with a
capacity of 20 m of water per day. The treated water in STP is used for gardening and
other permitted uses and at Dahej the commissioning of STP reduces the load of ETP by 20 m
per day and also saving of fresh water from GIDC approx. 20m3 per day.
f) Coal Elimination: The Company has discontinued the use of Coal Fired Boiler on
the commissioning of the Sulphuric Acid Plant at Dahej, whereby substantially reduction in
the coal requirement and carbon emission has been achieved.
g) R.O. Unit: The Company has installed RO plant with a capacity of 65 m water per
day. The effiuent generated in our process is treated in ETP followed by RO plant. The
permeate of RO plant is used in our cooling tower and hence saving of fresh MIDC water
approx. 50 m per day. The company is in the process of installing 200m3 per day
RO Plant in ETP at Dahej, to recover approximately 150 m3 fresh water per day,
which will be operated by June 2023.
h) Supply of Steam to neighbouring units: At a combined level, both of the plant
locations of the Company i.e. Roha and Dahej, supplies about 300 MT Steam per day to the
neighbouring units, thereby helping them to reduce carbon emission.
iii. The capital investment on energy conservation equipment:
a) Sewage Treatment Plant (STP) at Roha with a capacity of 10 m3 per
day: Rs 18.00 lakhs.
b) Turbine Generator for 2 MW at Roha: Rs 13.00 Crores.
Conservation of Energy Power and Fuel Consumption
Particulars |
April 2022 to March 2023 |
April 2021 to March 2022 |
Electricity Purchased |
|
|
| - Units (lakhs in KWH) |
128.26 |
137.16 |
| - Total Amount ( in lakhs) |
1,225.75 |
1,004.44 |
| - Rate/Unit ( /KWH) |
9.56 |
7.32 |
Furnace Oil-Consumed |
|
|
| - Quantity (MT) |
153.50 |
37.42 |
| - Total Amount ( lakhs) |
77.08 |
14.49 |
| - Average Rate ( /MT) |
50,215 |
38,721 |
Diesel-Consumed |
|
|
| - Quantity (K. Litre) |
69.72 |
201.77 |
| - Total Amount ( lakhs) |
67.42 |
189.16 |
| - Average Rate ( /KL) |
96.01 |
93.75 |
LPG-Consumed |
|
|
| - Quantity (KG) |
97,817 |
27,016 |
| - Total Amount ( lakhs) |
86.04 |
24.61 |
| - Average Rate ( /KG) |
87.96 |
91.09 |
Coal |
|
|
| - Quantity (MT) |
436.25 |
2,648.76 |
| - Total Amount ( lakhs) |
51.97 |
230.26 |
| - Average Rate ( /MT) |
11,912.34 |
8,693.09 |
PNG |
|
|
| - Quantity (SCM) |
1,36,770 |
1,61,064 |
| - Total Amount ( lakhs) |
104.83 |
88.42 |
| Average Rate ( /SCM) |
76.65 |
54.90 |
Consumption per Tonne of Major Products Electricity (Unit-KWH) |
|
|
| - Sulphuric Acid 100% |
38 |
38 |
(B) TECHNOLOGY ABSORPTION
i. The efforts made towards technology absorption:
The Company has an R & D Centre which is approved by the Department of Scientific
and Industrial Research (DSIR), Govt. of India, New Delhi at its Roha Plant. Further a new
R & D and QC Lab is being set up at Dahej Plant.
Areas in which R & D activity was carried out includes: i. Process and cost
optimization of existing Specialty Chemicals so as to be competitive in the domestic and
international market. ii. Development of the processes for making value added products to
cater to the need of local and export market.
iii. Launching new products and for troubleshooting of existing products.
The Company has an on - going process of Research & Development and the Company
continues its efforts to assimilate group technology for introducing new products and
improving product quality. The management is focused on introduction of high-end
technology within the country and abroad.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution:
Increased production capacity, cost reduction, improvement in quantity and flexibility
to meet market demands, and reduction of carbon emission.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
(a) the details of technology imported;
(b) the year of import;
Not Applicable
(c) whether the technology been fully absorbed; }
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof:
iv. The expenditure incurred on Research and Development:
(Rs in lakhs)
Particulars |
April 2022 to March 2023 |
April 2021 to March 2022 |
| (i) Capital |
- |
27.15 |
| (ii) Recurring |
125.91 |
166.86 |
| (iii) Total |
125.91 |
194.01 |
| (iv) Total R and D expenditure as a percentage of sales turnover |
0.33% |
0.59% |
Benefits derived as a result of the above R & D:
- Quality and yield improvement of the existing products.
- Manufacture and supply of some of the products as per the customer's specifications.
Future plan of action:
- Studies on the development of new Products and formulations with special emphasis on
value addition.
- Focus on sulphonation and allied Chemistry to develop new processes.
- Focus on Boron chemistry and allied products to develop new process and expand the
existing plant.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars of foreign exchange earned/utilized are as under:
(Rs in lakhs)
Particulars |
April 2022 to March 2023 |
April 2021 to March 2022 |
Earnings In Foreign Exchange: |
|
|
| Export of goods calculated on FOB basis |
11,522.78 |
8,186.10 |
Total Foreign Exchange earned |
11,522.78 |
8,186.10 |
Outgo In Foreign Exchange: |
|
|
| (1) Value of imports calculated on CIF basis on Raw Materials and bought
outs |
1,645.96 |
1,484.23 |
| (2) Expenditure in foreign currency On Account Of Foreign Tours,
Subscription, Etc. |
114.24 |
100.65 |
Total Foreign Exchange outgo |
1,760.20 |
1,584.88 |
|
For and on behalf of the Board |
Registered Office |
Laxmikumar Narottam Goculdas |
| Prospect Chambers, |
Chairman |
| 317/321, Dr. Dadabhoy Naoroji Road, Fort, |
DIN: 00459347 |
| Mumbai 400001. |
|
Place: Mumbai |
|
Date: May 17, 2023 |
|
|