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Dai-ichi Karkaria Ltd.

BSE: 526821 Sector: Industrials
NSE: DAICHIKARK ISIN Code: INE928C01010
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NSE 05:30 | 01 Jan Dai-ichi Karkaria Ltd
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OPEN 307.00
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VOLUME 739
52-Week high 539.80
52-Week low 255.00
P/E
Mkt Cap.(Rs cr) 228
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dai-ichi Karkaria Ltd. (DAICHIKARK) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Sixty Second Annual Report together withthe audited accounts for the year ended March 31 2022.

FINANCIAL RESULTS:

(Rs in Lakhs)
Particulars As on 31st March 2022 As on 31st March 2021
Revenue from operations 12184 9742
Other Income 608 629
Total Income 12792 10371
Profit/ (Loss) before Depreciation/Amortization Interest and Tax (1229) (726)
Profit/ (Loss) after exceptional item before tax (1658) 5718
Earnings per equity share: Basic and Diluted (Rs 10/- each) (22.25) 66.83
Book Value of shares (Rs) 173.73 199.42

DIVIDEND:

In view of the loss incurred by the Company during the year the Directors have notrecommended any dividend for the financial year ended March 31 2022.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Indian economy having swiftly recovered in FY 2021-22 after the pandemic inducedcontraction may still prove resilient in spite of the present geopolitical conflicts andtheir impact.

However elevated prices of energy and other commodities and supply-side disruptionswill pose challenges to growth prospects. The current 9% growth predictions for thegeneral economy could possibly be affected if crude prices remain elevated for longerperiods of time. In addition pent-up demand secured across industrial and consumermarkets coupled with lower inventory levels will result in recovery in spite of thesupply chain disruptions that are expected to persist.

The Indian chemical industry will become a US dollar 300 billion industry by 2025 andis predicted to potentially become a $1 trillion industry in the next decade. Asthe country embarks on a massive capacity addition there is a tremendous opportunity forgrowth in spite of various challenges and concerns. Every subsegment of Chemicals in Indiais facing massive tailwinds. India's specialty chemicals segment may have a newopportunity in the wake of the pandemic consumers across the globe are diversifying awayfrom China while China itself has cracked down on many segments to cut pollution. Thiswill result in many Indian companies picking up some market share as well as improvingexport prospects.

Although the companies are facing contracting gross margins due to soaring raw materialcosts and increasing operating costs due to higher freight the chemical industry isregaining lost ground by examining the opportunities that are available due to thesituation in China.

The year 2022 could mark the full recovery for the chemical industry with strong demandfor specialty chemicals and enhanced capital expenditure with growth in end markets.However the present war in Ukraine and continuous inflation and supply chain bottleneckscontinue to plague the industry.

Customer expectations and behaviours have changed dramatically in the past 2/3 yearsand the chemical business will have to adapt to these changes. Dai-ichi will continue tobe a solution provider focusing more on market needs.

Specialty chemicals constitute 22% of the total chemical and petrol chemical market inIndia. The industry grew from US dollars 18 billion in 2014 to US dollars 32 billion in2019 and would be worth 64 billion by 2025. However India's share in the global specialtychemical market remains at around 4%.

INDUSTRY STRUCTURE & DEVELOPMENT OPPORTUNITIES AND THREATS RISK AND CONCERNS:

The company has faced a year of uncertainty. On one hand though our claim has beenaccepted by the insurance company they are taking an extraordinary amount of time workingout the specifics. Meanwhile we continue to work under lowered capacity juggling variousorders and meeting customers' deadlines. The worldwide Raw material shortages and supplychain disruptions added to our challenges making it a Herculean task to get supplies outin time.

Having completed our Phase 1 expansion we had to wait to start Phase 2 as ourinsurance claims got delayed. Having received some funds we have now started Phase 2expansion and hope to get ready to meet the enhanced requirements we anticipate from ourpartners. We hope to set up the new plant by the beginning of October 2022 a delay of 3months from our already delayed original plan. There is much to do and anticipate thisyear as we enter a high-capacity phase of the company. Our focus will continue to be onthe oil field sector as we bid for three very large long-term projects.

OVERALL PERFORMANCE:

We were able to close the year with a volume/value figure of 6637 tons/ Rs 114.63 Crorearound 18% higher in value terms compared to the 2020-21. We were able to retain almostall our customers especially the Oilfield customers and added new customers too inspite of the production constraints.

For the financial year 2022-23 we are targeting a growth of 32% in volume terms and43% in value terms over the actual sales figures for FY 2021-22.

Despite the hurdles we expect to maintain the volume-value growth tempo in theupcoming quarters and look forward to a significantly better FY 2022-23.

VERTICAL-WISE PERFORMANCE:

AGRO: In the Agro vertical the sales were lower by around 40% in volume terms.This is due to the disruption of export business for the bio-pesticide emulsifiers whichnormally account for nearly 40-50% of the business in this segment. This business wasdisrupted by the twin factors of slowdown in the European countries due to Covid and thenon-availability of the basic Neem based active ingredient. In the coming year we hope toget new businesses as we plan to introduce new speciality emulsifiers which are importsubstitutes used for Suspension-Concentrate agro formulations.

CONSTRUCTION: In this segment we are coming out of the low-value commoditysuperplasticizers and our focus will be on the polyurethane single componentwater-proofing sealant. We have just refurbished the reactor that was damaged. We expectthe sales to restart from April'22.

HOME & PERSONAL CARE: This is one of the focus segments and in this verticalin FY 2021-22 we have achieved a growth of around 50% in volume and nearly 100% in valueterms over the previous year. The Solubilizers business for export customers hasincreased and will grow further as we should be getting good volumes in the coming yearalso. We have put efforts to get Kosher and Halal certificates by consistently maintainingthe standards fulfilling all audit criteria. Also we have been able to produce almost nilfree-ethylene-oxide products for this segment.

OILFIELD: This is a key business segment as it contributes the most to our totalannual turnover every year. We have posted an increase of 25% in value terms (Rs 47.89Crore in FY 2021-22 against Rs 38.36 Crore in FY 2020-21) as we negotiated and succeededin obtaining the required price rise due to the increased raw material prices. Also westarted exports to newer countries including Argentina Africa and Saudi Arabia in FY2021-22. For the coming year we have high volume tenders in the pipeline and we have ourorder book full for Q1. Commercialisation of a new product is likely soon.

PAINTS & COATINGS: In the Paints & Coatings segment one of our focussegments our performance has been good with a growth of 30% despite the many hurdles inraw material prices. New customers were added during the year. Offtake by the distributorsalso has stabilised as the economy opened up after the pandemic.

RAYON: The resumption of demand for viscose fabrics for fashion garments and tyrecord applications after the pandemic slowdown has resulted in a growth of 80% in thissegment. We demanded and obtained price increase from the major units due to the higherinput costs.

SIZING CHEMICALS: The Sizing sector is looking up and we have registered a growthof 45% over the previous year. We could also get a breakthrough with a major unit in theSurat hub though we have competition from Taiwan suppliers.

TEXTILE AUXILIARIES & SPIN FINISH: There are production constraints for theproducts of this segment mainly the textile softeners. This segment will be a low focussegment.

Though we have witnessed a growth in the volumes and value in the sales of the SpinFinish for nylon yarn in FY22 it has been decided that we temporarily exit this businesstill our full capacities are restored.

KEY FINANCIAL RATIOS:

Details of significant changes in key financial ratios alongwith explanation thereofare provided in Note 45A of Notes to financial statements as per Schedule III.

CHANGES IN CAPITAL STRUCTURE:

During the financial year under review there was no change in the authorized andpaid-up share capital of the Company.

JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:

Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia Pacific Pte.Ltd. in ChampionX Dai-ichi India Private Limited (formerly known as Nalco ChampionDai-ichi India Private Limited) in the ratio of 50:50.

The Company has a Subsidiary Dai-ichi Goseichemicals (India) Limited. The Annualaccounts of the Subsidiary Company are placed on the website of the Company and will beprovided to the members on request.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Companies Act 2013 and applicable Accounting Standards the Consolidated FinancialStatements of the Company with its Joint Venture Company ChampionX Dai- ichi IndiaPrivate Limited (formerly known as Nalco Champion Dai-ichi India Private Limited) andSubsidiary Company Dai-ichi Goseichemicals (India) Limited. duly audited by theStatutory Auditors are attached to the financials.

Statements containing salient features of the financial statement of subsidiary/associate company/ joint venture are also attached to the financials.

DIRECTORS AND KMP:

The Members of the Company by special resolutions passed through postal ballot dateddated March 25 2022 had re-appointed Mrs. Shernaz Vakil (DIN: 00002519) as Chairperson& Managing Director of the Company and Ms. Meher Vakil (DIN: 07778396) as Whole-timeDirector of the Company liable to retire by rotation for a period from April 1 2022 toMarch 31 2025. Mr. Adi Jehangir retires from the Board of Directors by rotation inpursuance of the provisions of the Companies Act 2013 and Articles of Association of theCompany. Being eligible for re-appointment he has offered himself for re-appointment. TheBoard of Directors recommends his re-appointment. The information required to be furnishedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 &Secretarial Standards is given in the Notice of the 62nd Annual General Meeting. TheMembers of the Company had appointed Mr. Kavas Patel and Mr. Keki Elavia as IndependentDirectors to hold office upto the conclusion of 63rd Annual General Meeting not liable toretire by rotation and appointed Mr. Ashok Hiremath as Independent Director of the Companyto hold office upto the conclusion of 65th Annual General Meeting not liable to retire byrotation. All Independent Directors have given declarations that they continue to meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During thefinancial 2021-22 Mr. Shailesh Chauhan resigned as a Chief Financial Officer (CFO) of theCompany w.e.f. closing of business hours of October 31 2021. Pursuant to therecommendations of the Nomination and Remuneration Committee (‘NRC') the Board ofDirectors at its meeting held on October 29 2021 appointed Mr. Farokh Gandhi as ChiefFinancial Officer (CFO) of the Company w.e.f. November 1 2021.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2022 are Mrs. Shernaz Vakil Chairperson & ManagingDirector Ms. Meher Vakil Whole-time Director Mr. Farokh Gandhi Chief Financial Officerand Mr. Ankit Shah Company Secretary.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013: a) In the preparation of the annual accountsfor the financial year ended March 31 2022 the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; b) The Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year March 31 2022 and of theprofit and loss of the company for that period; c) Proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities; d) The annual accounts have been prepared ona ‘going concern' basis; e) Proper internal financial controls laid down by theDirectors were followed by the Company and that such internal financial controls areadequate and operating effectively; f) Proper systems to ensure compliance with theprovisions of all applicable laws were in place and that such systems are adequate andoperating effectively.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance individual directors and its committees. Ina separate meeting of independent directors performance of non-independent directors theBoard as a whole and the Chairperson & Managing Director and Whole-time Director ofthe Company were evaluated taking into account the views of executive directors andnon-executive directors.

The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:

Details regarding Board / Committees its composition number of meetings held termsof reference policies adopted are provided under the Corporate Governance Report formingpart of the Annual Report.

DETAILS OF INTERNAL FINANCIAL CONTROLS:

The Board of Directors have laid down Internal Financial Controls ("IFC")within the meaning of the explanation to Section 134(5)(e) of the Companies Act 2013. TheBoard believes the Company has sound IFC commensurate with the nature and size of itsbusiness. Business is however dynamic. The Board is seized of the fact that IFC are notstatic and are in fact a fluid set of tools which evolve over time as the businesstechnology and fraud environment changes in response to competition industry practiceslegislation regulation and current economic conditions. There will therefore be gaps inthe IFC as Business evolves. The Company has a process in place to continuously identifysuch gaps and implement newer and or improved controls wherever the effect of such gapswould have a material effect on the Company's operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has constituted a Corporate Social Responsibility (CSR) Committee pursuantto Section 135 of the Companies Act 2013. Details regarding CSR Committee itscomposition terms of reference policy adopted are provided under the CorporateGovernance Report forming part of the Annual Report.

Since the Company ceases to meet the criteria of Section 135(1) of the Companies Act2013 for last three consecutive financial years the provisions for calling CSR Committeemeeting spending and reporting on Corporate Social Responsibility activities are notapplicable for FY 2021-22.

MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE EMPLOYED:

All manpower requirements are assessed and filled in a timely manner. The Company has asound knowledge pool of experienced employees which helps it to maintain consistency inperformance across all disciplines. It has built a team of dedicated employees who workwith commitment and a sense of belonging towards the growth of the Company.

Following areas are given special attention to enhance performance of the employees.

Identification of Training & development needs and upgrade job specific skills.

Compensation recognition & rewards.

Career growth plan through annual assessment.

Supporting employment related legislative compliance.

Promoting excellence in human resource management.

The promotion of an atmosphere of mutual respect fairness and concern.

Company has extended its facility for Apprentice Scheme to needy and economical weakyouths for pursuing special industrial training.

COVID-19 Management:

Temperature machine and sanitizer dispenser have been installed at the security gate sothat employees contract workmen and visitor proceed further after proper sanitization& temperature measurement.

Only important visitors were allowed and all of them were required to share relevantinformation as per guidelines instructed by the local administration.

Any employee / visitor coming from other states needed to carry negative RT-PCR reportto get entry within the premises. Payment for this test was reimbursed by the organizationto the employees.

COVID-19 positive employees have been quarantined as per the recommendation ofconcerned doctor and payment for the quarantine period was ensured.

The company has insured all its employees for COVID-19 treatment. Management hasensured total vaccination of our employees.

Toll Manufacturing:

Based on the requirement of toll manufacturing employees with appropriate skill setshave been deployed at different sites to supervise and ensure quality production.

As on March 31 2022 the total number of employees on the payrolls of the company is162.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member mayemail to the Company in this regard.

AUDITORS:

STATUTORY AUDITORS:

B S R & Co. LLP Chartered Accountants (Firm's Registration No. 101248W/W-100022)were appointed as the Statutory Auditors of the Company to hold office from the conclusionof the 57th Annual General Meeting (AGM) held on July 17 2017 until the conclusion of theensuing 62nd AGM.

B S R & Co. LLP Chartered Accountants are eligible to be re-appointed for afurther second term of 5 (five) consecutive years in terms of provisions of Sections 139and 141 of the Act. Accordingly the Board of Directors of the Company at their meetingheld on May 10 2022 on the recommendation of the Audit Committee and subject to theapproval of the shareholders of the Company at the ensuing AGM have approved there-appointment of M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) as the Statutory Auditors for a further period of 5 (five) consecutiveyears i.e. from the conclusion of the 62nd AGM till the conclusion of 67th AGM of theCompany. The Company has received written consent and certificate of eligibility inaccordance with Sections 139 141 and other applicable provisions of the Act and Rulesissued thereunder from B S R & Co. LLP. They have confirmed to hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia (ICAI) as required under the Listing Regulations.

The Auditors' Report on the Financial Statements both Standalone and Consolidated forthe year under review does not contain any qualifications reservations or adverse remarksand forms part of Annual Report.

INTERNAL AUDITORS:

Mazars Business Advisors Private Limited Chartered Accountants are the InternalAuditors of the Company. The Management regularly reviews the findings of the InternalAuditors and effective steps to implement any suggestions/observations of the InternalAuditors are taken and monitored regularly. In addition the Audit Committee of the Boardregularly addresses significant issues raised by the Internal Auditors.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Kaushik M. Jhaveri & Co. a firm of Practicing Company Secretaries toundertake the Secretarial Audit of the Company for the F.Y. 2021-22 and the SecretarialAudit Report is annexed herewith as ‘Annexure I'.

The Board of Directors of the Company have appointed M/s. Vinod Kothari & CompanyPracticing Company Secretaries as the Secretarial Auditor of the Company pursuant to theprovisions of Section 204 of the Companies Act 2013 to conduct an audit of thesecretarial records for the financial year 2022-23. Company has received consent from M/s.Vinod Kothari & Company to act as the Secretarial Auditor of the Company for thefinancial year 2022-23.

COST AUDITORS:

As per Section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudits) Rules 2014 the Board of Directors on recommendation of the Audit Committeeapproved the appointment of Mr. Sudhir Govind Jog Cost Accountant (Membership no. 5599)Pune as the Cost Auditor to conduct audit of the cost records of the Company for thefinancial year ending March 31 2023. The Company has received written consent andcertificate of eligibility in accordance with Section 148 read with Section 141 and otherapplicable provisions of the Act and Rules made thereunder.

In terms of the provisions of Section 148(3) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended the remuneration payable to theCost Auditor has to be ratified by the Members of the Company. Accordingly the matterrelating to ratification of the remuneration payable to the Cost Auditor for the financialyear ending March 31 2023 is being placed at the 62nd AGM.

HEALTH SAFETY & ENVIRONMENT:

Health Safety & Protection of the Environment are the priority areas for theCompany. The Company continues to put special emphasis in this area at every stage fromconception and design of new products optimization of process to commercialmanufacturing and delivery of goods to the customers. Recently company has successfullycompleted DNV-GL Periodic Recertification Audit of ISO 14001:2018 & OHSAS ISO45001:2018. a) Health:

A special committee ensures good sanitation and hygienic condition in the plant andcanteen. Medical examination of all the employees is carried out annually. Six monthlymedical examinations are conducted for the employees who are working in Hazardous Areas.Health awareness trainings and programs are being conducted regularly. Company ispracticing all government guidelines and precautions to ensure the employees remain safeduring COVID-19. Thermal scanning sanitization social distancing and usage of N95 masksare made mandatory. Special programs are conducted to bring awareness amongst employeesregarding COVID-19. RT-PCR test is mandatory for guests and visitors coming from otherstate need to carry negative RT-PCR report. The company has insured all its employees forCOVID-19 treatment. Management has ensured total vaccination of our employees. b)Safety:

Internal and External Safety Audit regular inspections pertaining to risks and hazardsfor Ethoxylation/ Propoxylation process are carried out as per the provisions of FactoriesAct. New DCS system has been installed for Ethoxylation/ Propoxylation process to ensureenhanced safety features and automation to nullify human errors. HAZOP Study and RiskAssessment are carried out to identify the potential hazards as proactive measures toenhance safety. Appropriate corrective actions are implemented.

Un-planned Mock drills are conducted to ensure the Emergency preparedness as per therequirement of The Factories Act 1948 and planned Mock drills are conducted to train theemployees.

Every year Safety week is celebrated from 4th March to 10th March during whichcompetitions lectures and training sessions are organized to inculcate and enforce theneed for a safe working environment and Emergency Planning. "Goal Zero" campaignis started to achieve Zero accident Zero incident and Zero pollution.

Ensure safe and healthy working environment within worksite by safe work practice toprevent injury and ill-health. Engage People on worksite in EHS matter through effectiveParticipation and consultation.

Elaborate firefighting system comprising of alarm systems manual call pointssprinkler systems pressurized fire hydrant system to handle emergencies. c)Environment:

Regular environment monitoring is carried out to ensure pollution levels for air andwater are below the specified limits by the State Pollution Control Board. Strictadherence to environment rules is ensured by conducting inspections and environment audit.

Separate environment cell equipped monitoring laboratory facility operate to carryenvironment monitoring function. Complied with all legal and other obligations concerningenvironment health safety. Our commitment to manufacturing of products in a safe andenvironmentally conscious manner is paramount.

Effluent Treatment Plant is upgraded with SUF (submersible ultra-filtration) technologyand treated effluent is used in various processes thus increasing water conservation.Vacuum pumps have been upgraded with closed loop circulation to minimize the waterconsumption. This has resulted in reduction of 2100 KL/month.

INDUSTRIAL RELATIONS:

The Industrial relations at Dahej and Kurkumbh Plants remained cordial and amicableduring the financial year 2021-22.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo for F.Y. ended March 31 2022 as required to bedisclosed under the Act is annexed as ‘Annexure II' LOANS GUARANTEES ORINVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013:

The Company has not provided any loan or given any guarantee / security to any person.

Details of investment made by the Company are provided in the financial statementsunder Investment Schedule.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of Companies Act 2013 and the Listing Regulations. As per theRegulation 23(4) of the SEBI (Listing Obligations and Disclosures Requirement) Regulation2015 the Company sought approval of shareholders in the 61st Annual General Meeting bypassing necessary resolution for material related party transaction to be entered duringthe financial year 2021-22.

The approval of members is being sought for Material Related Party Transactions forSale of Goods to ChampionX Dai-ichi India Private Limited at the ensuing AGM.

The Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature. A statement of all Related Party Transactions is placed before theAudit Committee for its review on a quarterly basis specifying the nature value andterms and conditions of the transactions. Details of Related Party Transaction Policy areprovided in Corporate Governance Report.

ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013 the Annual Return isuploaded on the website of the Company - http://www.dai-ichiindia.com/investors.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance in pursuance to SEBI (Listing Obligations andDisclosure Requirements) Regulations is attached as a part of the Annual Report alongwith the certificate from Vinod Kothari & Company Practicing Company Secretaries onits compliance.

RISK MANAGEMENT POLICY:

The Company has in place a Risk Management Policy which identifies elements of risk andthe measures to counter it. The policy is reviewed by the Board every year at the firstBoard Meeting held after the commencement of the financial year.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Vigil Mechanism as envisaged in the Companies Act 2013 the rules prescribedthereunder and the SEBI Listing Regulations is implemented through the Vigil Mechanism/Whistle Blower Policy of the Company to enable the Directors and employees to reportgenuine concerns to provide for adequate safeguards against victimisation of persons whouse such mechanism and make provision for direct access to the Chairman of the AuditCommittee.

Vigil Mechanism/ Whistle Blower Policy of the Company is available on the Company'swebsite and can be accessed at website of Company at www.dai-ichiindia.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed ofduring the year 2021-22;

No of complaints received: Nil

No of complaints disposed off: Nil

CREDIT RATING:

The Company's Banking loan facilities are rated by CRISIL Rating Limited (CRISIL). Theratings given by CRISIL for Short term borrowings and long-term borrowings of the Companyare reaffirmed as CRISIL A4+ and CRISIL BB/Stable respectively. There was no revision inthe said ratings during the year under review.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF:

The dividend amount for the Financial Year 2014-15 remaining unclaimed shall become duefor transfer on July 30 2022 to the Investor Education and Protection Fund established bythe Central Government in terms of Section 124 of the Companies Act 2013 on expiry of 7(Seven) years from the date of its declaration.

The Company has sent reminders to all such shareholders at their registered addressesfor claiming the unpaid/unclaimed dividend which will be transferred to IEPF in the duecourse details of which are also uploaded on the website of the company-www.dai-ichiindia.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS:

During the financial year under review there were no significant and material orderspassed by the regulators or courts or tribunals which impact the Company's going concernstatus and its operations in the future.

PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE:

No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year alongwith theirstatus as at the end of the financial year is not applicable.

ONE-TIME SETTLEMENT:

The requirement to disclose the details of difference between amount of the valuationdone at the time of one-time settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year under review the Company has complied with the applicableSecretarial Standards as amended and issued by Institute of Company Secretaries of Indiaand notified by the Ministry of Corporate Affairs.

LISTING:

The Equity Shares of your company are presently listed on BSE Limited and the Companyhas paid the annual listing fees for the financial year 2022-23.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution made bythe employees of the Company. The Directors wish to convey their appreciation to theBanks dealers and other business associates and the shareholders for their continuoustrust and support.

CAUTIONARY NOTE:

Certain statements in the Directors' Report and Management & Discussion Analysissection may be forward looking and are stated as required by applicable laws andregulations. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of future performance and outlook.

For and on behalf of the Board
Place: Mumbai Mrs. Shernaz Vakil Ms. Meher Vakil
Date: May 10 2022 Chairperson & Managing Director Whole-time Director

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