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Daikaffil Chemicals India Ltd.

BSE: 530825 Sector: Industrials
NSE: N.A. ISIN Code: INE789B01018
BSE 10:07 | 03 Dec 27.45 0.95
(3.58%)
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25.80

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27.85

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NSE 05:30 | 01 Jan Daikaffil Chemicals India Ltd
OPEN 25.80
PREVIOUS CLOSE 26.50
VOLUME 3237
52-Week high 43.75
52-Week low 24.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 26.40
Buy Qty 167.00
Sell Price 27.30
Sell Qty 20.00
OPEN 25.80
CLOSE 26.50
VOLUME 3237
52-Week high 43.75
52-Week low 24.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 26.40
Buy Qty 167.00
Sell Price 27.30
Sell Qty 20.00

Daikaffil Chemicals India Ltd. (DAIKAFFILCHEM) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting their 29th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.

1. FINANCIAL RESULT (Rs. in Lakhs)
2020-2021 2019 2020
Sales etc. and other income 1195.75 1656.95
Profit before Depreciation Interest and Tax 71.52 267.84
Less: Depreciation 112.18 112.42
Interest 4.43 5.38
116.61 117.80
Profit before Tax (45.09) 150.04
Provision for Tax
Current Tax (2.28) (53.66)
Deferred Tax 7.70 11.16
Earlier Years (0.83) 0.65
4.59 (41.85)
Profit/ (Loss) after Tax (40.50) 108.19

2. OPERATIONS

During the year under review your CompanyRs.s Revenue from operations has declined by@27.84% i.e. from Rs. 1656.95 lakh in previous year to Rs. 1195.75 lakh.

3. DIVIDEND

To conserve resources your Directors do not recommend Dividend.

4. DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

5. ANNUAL RETURN

The provisions of section 134 of Companies Act 2013 were amended vide CompaniesAmendment Act 2017 and the said amendment was brought in force w.e.f. 31st July 2018.Further the provisions of section 92(3) were Substituted by the Companies (Amendment)Act 2017 Effective from 28th August 2020. Accordingly the requirement of attaching theextract of Annual Return in format MGT -9 with the Directors Report has been dispensedoff.

However the web link where the Annual Return shall be placed is given below:

http://www.daikaffil.com

6. TRANSFER TO GENERAL RESERVES

The Company doesn't propose to transfer any amount to be transferred to GeneralReserves.

7. DIRECTORS' AND KEY MANAGERIAL PERSONNEL

A. Independent Directors:

The Company as on March 31 2021 has three Independent Directors on Board:

1. Mr. Sudhir Patel

2. Mr. Sunil Merchant

3. Mrs. Maithili Siswawala

All Independent Directors have furnished declarations that they meet the criteria ofIndependence as laid down under section 149 of the Companies Act 2013.

The Company has received declarations with respect to independence from all theIndependent Directors of the Company.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.

A separate meeting of the Independent Director was convened on 11th November 2020which reviewed the performance of the Board the Non-Independent Directors and theChairman.

B. Retire by Rotation:

Mr. Aditya Patel Directorretires by rotation at the ensuing Annual General Meeting.He being eligible has offered himself for re-appointment as the Director of the Company.

C. Key Managerial Personnel:

As on March 31 2021 following are the Key Managerial Personnel:

i. Mr. Aditya Patel Managing Director;

ii. Mr. Sunil Shedge Chief Financial Officer;

iii.Mrs. Seemab Ansari Company Secretary.

On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors at their meeting held on June 28 2021 reappointed Mr. Aditya Patel as ManagingDirector for a further period of three years. Accordingly resolution proposing hisre-appointment has been incorporated in the Notice calling the ensuing Annual GeneralMeeting for the approval of Members and all the relevant information pertaining to hisre-appointment forms part of the explanatory statement to the Notice calling the ensuingannual general meeting.

D. Meetings of Board and Committee:

During the financial year under review the Board met 4 times Audit Committee met 4times Nomination and Remuneration Committee met 1 time and Stakeholders relationshipcommittee met 1 time. The details of which are given below. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013. Further Asper para 2.2 of Secretarial Standard-1 issued by Institute of Company Secretaries ofIndia the Board has set the minimum number and frequency of Committee meetings.

i. Meetings of the Board and Attendance thereof:

No. of Board Meetings Attended
Name of Director 30.06.2020 14.08.2020 11.11.2020 12.02.2021
1. Mr. Sudhir Patel (Chairman - Independent Director) Yes Yes Yes Yes
2. Mr. Amit Patel (Director) Yes Yes Yes Yes
3. Mr. Aditya Patel (Managing Director) Yes Yes Yes Yes
4. Mr. Sunil Merchant (Independent Director) Yes Yes Yes Yes
5. Mrs. Maithali Siswawala (Independent Woman Director) Yes Yes Yes Yes

ii. Committees of the Board:

The following committee meetings were held: a) Audit Committee:

No. of Meetings Attended

Name of Director 30.06.2020 14.08.2020 11.11.2020 12.02.2021
1. Mr. Sudhir Patel (Chairman) Yes Yes Yes Yes
2. Mr. Aditya Patel (Member) Yes Yes Yes Yes
3. Mr. Sunil Merchant (Member) Yes Yes Yes Yes
4. Mrs. Maithali Siswawala (Member) Yes Yes Yes Yes

b) Stakeholders' Relationship Committee:

Name of Director No. of Meetings Attended 11.11.2020
1. Mr. Sudhir Patel (Chairman) Yes
2. Mr. Aditya Patel (Member) Yes
3. Mr. Sunil Merchant (Member) Yes
4. Mrs. Maithali Siswawala (Member) Yes

c) Nomination and Remuneration Committee:

Name of Director No. of Board Meetings Attended 11.11.2020
1. Mr. Sudhir Patel (Chairman) Yes
2. Mr. Sunil Merchant (Member) Yes
3. Mrs. Maithali Siswawala (Member) Yes

E. Performance Evaluation :

Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance its committees and that of itsindividual Directors. The evaluation was done based on set questionnaires which were givento them at the time of evaluation.

F. Code of Conduct :

The Directors and senior management personnel has Complied with the Code of Conduct ofthe Company.

G. Policy on Directors' Appointment and Remuneration :

The Nomination and Remuneration Committee of the Board formulated a Policy relating tothe remuneration of Directors Key Managerial Personnel and other Employees which interalia prescribes the criteria for determining qualifications positive attributes andindependence of Directors. The Policy is available on the web site of the Companywww.daikaffil.com and the link for the same is provided below:http://www.daikaffil.com/products/101017045532-1.pdf

8. RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of riskmanagement policy process and system. The Board has evaluated the risks which may arisefrom the external factors such as economic conditions regulatory framework competitionetc. The Executive management has embedded risk management and critical support functionsand the necessary steps are taken to reduce the impact of risks. The Independent Directorsexpressed their satisfaction that the systems of risk management are defensible.

9. SUBSIDIARY / ASSOCIATE COMPANY etc.

The Company doesn't have any Subsidiary or Holding or Associate Company.

10. AUDITORS

a. Statutory Auditors :

KC Mehta & Co. Chartered Accountants Mumbai bearing firm registration no.106237W statutory auditors of the Company hold office from the period 01/04/2019 to31/03/2024.

Further there is no qualification adverse remark or observation in their auditreport.

No instance of fraud was reported by the Auditors during the year.

The Company has received Eligibility certificate letter from them to the effect thattheir appointment is within the prescribed limits under Section 141 of the Companies Act2013 and that they are not disqualified for appointment.

b. Secretarial Auditor :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed DM & Associates Company Secretaries LLP Company Secretaries toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportin Form MR - 3 is annexed herewith as "Annexure A". Further there is no adverseremark qualifications or observations contained in the secretarial audit report.

c. Internal Auditor:

As required under Section 138 of the Companies Act 2013 and Rule 13 of the Companies(Accounts) Rules 2014 the Internal Audit function is carried out by M/S JMT&Associates Chartered Accountants. The Internal Auditors present their report to theAudit Committee. The scope functioning periodicity and methodology for conducting theinternal audit has been formulated in consultation with the Audit Committee and the Boardof Directors.

11. CORPORATE GOVERNANCE REPORT

The paid-up capital of the Company is Rs. 60000000/- (Rupees Six Crores) i.e. lessthan Rs. 10 Crores and the Net-worth of the Company is less than 25 Crores as on the lastday of the previous financial year. Pursuant to regulation 15(2) of SEBI (LODR)Regulations 2015 the compliance with the corporate governance provisions as specified inregulations 17 18 19 20 2122 23 24 24A 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V SHALL NOT apply inrespect of those listed entities whose paid up equity share capital does not exceed rupeesten crore and net worth does not exceed rupees twenty five crore as on the last day ofthe previous financial year.Accordingly your company is exempt from attaching CorporateGovernance report.

12. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report as per Part B of Schedule V underregulation 34(3) of the SEBI (LODR) Regulations 2015 which orms an integral part of thisReport is annexed herewith as "Annexure B".

13. DISCLOSURE ON REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES

The information required under Section 197 read with Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) ules 2014 in respect of employeesof the Company is annexed herewith as "Annexure C".

14.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

As required under Section 134 (3) (m) of the Companies Act 2013 read together with theRule 8 of the Companies (Accounts) Rules 2014 the relevant information is given below.

Conservation of Energy and Technology Absorption

Your Company has installed a wet scrubber on boiler which will reduce the consumptionof coal and more importantly protect the environment. This will minimize the carbonparticles being released in the atmosphere. A tertiary treatment plant on line to reducethe water pollution load has also been installed.

The electrical instruments have been connected on line which has reduced the powerconsumption. Our Japanese collaborators have guided us n regular basis and we there byconserve energy and reduce our waste water load.

Foreign Exchange Earnings and Out go:

(Rs. in Lakhs)
Foreign Exchange Earnings : 773.57
Foreign Exchange Outgo : 149.17

15. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 :

The Company has not given any loans covered under the provisions of section 186 of theCompanies Act 2013. The details of the investments made by Company are given in the notesto the financial statements.

16. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes / events occurring after balance sheet date tillthe date of the report to be stated.

17.RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions entered during theyear under review with the Promoters Directors or Key Managerial Personnel. All RelatedParty Transactions if any are placed before the Audit Committee.

18.DETAILS OF ESTABLISHMENTOF VIGIL MECHANISM FOR DIRECTORS & EMPLOYEES

The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriate or exceptional cases. Details of the Vigil Mechanism policyare made available on the Company's website www.daikaffil.com. The link for the same hasbeen provided below: http://www.daikaffil.com/products/010415064143-1.PDF

19.DIRECTORS'RESPONSIBILITYSTATEMENT

Your Directors make the Directors' Responsibility Statement in terms of Section 134(3)(c) of the Companies Act 2013 and confirm that-

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to givea true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;

20.SECRETARIAL STANDARDS

The Directors confirm that the Company is in compliance with applicable secretarialstandards issued by Institute of Company Secretaries of India.

21. PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be givenpursuant to Rule 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company.

22.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has in place Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.All employees are covered under this policy.

There are no cases filed under the above Act and hence no comments required on disposalof the cases under the same.

No. of complaints filed during the financial year No. of complaints disposed off during the financial year No. of complaints pending as at end of the financial year
0 0 0

23. PERSONNEL :

Industrial relations at the Company's factory and other establishments remained cordialduring the year. We appreciate the contribution made by the employees towards achievingimproved productivity and flexibility in operation.

24.OVERVIEW OF THE INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY DURING THE LAST YEARAND EXTERNAL ENVIRONEMNT AND ECONOMIC OUT LOOK:

The information pertaining to overview of the industry and important changes in theIndustry and External Environment and Economic Outlook during the last year has beenincorporated in Management Discussion and Analysis part of the report. The same forms partof the report.

25.INDUCTION OF STRATEGIC AND FINANCIAL PARTNERS DURING THE YEAR:

During the year under review your Company did not induct any Strategic and FinancialPartner.

26.INVESTOR EDUCATION AND PROTECTION FUND (IEPF) :

Pursuant to provisions of Section 124(5) of the Companies Act 2013 dividend for thefinancial year ended March 31 2014 and thereafter which remains unclaimed for a periodof 7 years shall be transferred by the Company to Investor Education and Protection Fundestablished by the Central Govt. Information in respect of such unclaimed dividend whendue for transfer to the fund is given below:

Financial Year Type of Dividend Date of Declaration Remained Unclaimed for 7 years (Due date shall be plus 30 days) Amount lying in the Account as on 31.03.2021
2013-2014 Final Dividend 26-09-2014 03-10-2021 167792.80
2014-2015 Final Dividend 21-08-2015 25-09-2022 161499.60
2015-2016 Final Dividend 02-09-2016 06-10-2023 193663.00
2016-2017 Final Dividend 04-08-2017 11-09-2024 347716.30
2017-2018 Final Dividend 10-08-2018 17-09-2025 159062.40
2019-2020 Interim Dividend 11-02-2020 18-03-2027 110991.30

Those Members who have so far not en-cashed their dividend warrants from the finaldividend from F.Y. 2013 - 2014 onwards may approach the Registrar and Share TransferAgents M/s. Link Intime India Pvt. Ltd for making their claim without any further delayas the said unpaid dividends shall be transferred to the Investor Education and ProtectionFund of the Central Government pursuant to the provisions of Companies Act. In terms ofSection 124(6) of Companies Act 2013 and the Rules notified there under includingamendments thereof the shares in respect of which dividend has not been paid or claimedfor a period of seven consecutive years or more are required to be transferred by theCompany to the IEPF Suspense Account.

Accordingly the Company has transferred shares to IEPF Suspense Account in respect ofwhich dividend has not been paid or claimed since 2012-13. The summary for the same isgiven below:

Name of Depository Demat Account Maintained with Account details
CDSL SBICAP Securities Limited DP ID: 1204 7200
Client ID:1367 6780

the break-up/details of total number of shares transferred to Investor Education andProtection Fund (IEPF) is provided below:

Shares held with : Number of records Number of shares (Quantity)
CDSL 02 125
NSDL 02 300
Physical 25 3600
Total 29 4025

The details of unpaid / unclaimed dividend and number of shares transferred areavailable on our website: (www.daikaffil.com)

Shareholders are requested to note that no claim shall lie against the Company inrespect of any amounts which were unclaimed and unpaid for a period of seven years andtransferred to Investor Education and Protection Fund of the Central Government. HoweverShareholders may claim from IEPF Authority both unclaimed dividend amount and the sharestransferred to IEPF Suspense Account as per the applicable provisions of Companies Act2013 and rules made thereunder.

27.ACKNOWLEDGEMENT :

The Directors wish to place on record their appreciation for the continued support andco-operation by Government Authorities Financial Institutions Banks and our valuedcustomers along with dedicated service of all the workers staff and the officers whosecontinuous support is a pillar of strength which have largely contributed to the efficientmanagement of the Company. Suffice it to say that your co-operation as our shareholdersis hereby acknowledged with gratitude.

For and On Behalf of the Board of Director
DAIKAFFIL CHEMICALS INDIA LIMITED
Sd/- Sd/-
ADITYA PATEL AMIT PATEL
(MANAGING DIRECTOR) (DIRECTOR)
Date: June 28 2021 (DIN: 00005276) (DIN: 00005232)

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