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DCM Ltd.

BSE: 502820 Sector: Industrials
NSE: DCM ISIN Code: INE498A01018
BSE 00:00 | 20 Jul 89.00 0.10






NSE 00:00 | 20 Jul 90.00 1.20






OPEN 88.70
52-Week high 137.75
52-Week low 81.20
Mkt Cap.(Rs cr) 166
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 88.70
CLOSE 88.90
52-Week high 137.75
52-Week low 81.20
Mkt Cap.(Rs cr) 166
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DCM Ltd. (DCM) - Director Report

Company director report


Your directors have pleasure in presenting this 127thAnnual Report together with theAudited Financial Statements of your Company for the financial year ended March 31 2017.


The growth in emerging markets and developing economies was encouraging in 2016 despitea slow down in the western economies.

On the global front two key events have led to a lot of uncertainty and a spurt involatility across markets. In June 2016 UK voted to leave the European Union leading toan immediate ratings downgrade and financial market volatility. The financial markets haveseemingly factored in this event but the impending round of trade negotiations between UKand the European Union point to a tough road ahead. The November 2016 US election outcomeled to considerable capital flight from the emerging markets including India on thehopes of strong pro-US growth policy rollouts from the new Government. The challengesfaced during the initial roll-out of some of these policies by the new US administrationpoint to a difficult road ahead which have implications not just for the US economy butglobally as well.

India remained the fastest growing major economy in the world after surpassing Chinalast year. Gross Domestic Product growth rate was 7.1% for FY 2016-17 supported by strongconsumption growth and government spending. Inflation eased sharply led by a decline infood inflation amidst government's astute food management facilitating a 50 basis pointsrate cut by the RBI in FY 2016-17 before it adopted a neutral stance.

The Indian Economy is on the threshold of the next phase of growth through governmentsponsored "Make-In-India" programmes and other investment- led strategies.Concurrently the business environment in India is expected to undergo a radicaltransformation with the big push to build quality infrastructure covering roads portswater-ways airways and railways.

FY 2016-17 was also marked by two significant economic measures by the government.Government's demonetisation move to counter the shadow economy and promote cashlesseconomy has boosted digital payments in the country. The recent implementation of thelandmark GST legislation has been a milestone reform that is bound to usher inefficiencies in the system via ease of doing business (one tax rate subsuming all othertaxes) thereby leading to an improved business environment. It is poised to provide afillip to India's economic growth as it will create a single national market and enhancethe efficiency of inter-state movement of goods and services apart from moving a largepart of the informal sector within the formal set-up of the economy. The reform processwould further help boost India's position in the global arena.

The government also announced a slew of measures aimed at boosting consumptionparticularly in rural India. Increased government focus (both central and state) on therural sector and initiatives like improved support prices agri-insurance schemesinfrastructure investments (including irrigation projects) and higher outlay for ruralemployment guarantee schemes all indicate a possibility of improved rural incomes therebydriving a consumption-led growth.

With a normal monsoon expected in this year almost all economic indicators are showingpositive trends. With a stable government at the Centre and the ruling party winning majorstate elections the Indian business community is showing renewed confidence.

The stock markets are scaling new peaks. The Rupee is becoming stronger against the USdollar. Though global markets continue to stagnant and are not encouraging the exports anincrease in domestic consumption is the main driver of growth.

Unless there are some serious unforeseen crises the reforms such as overhauling thebankruptcy laws and giving banks more teeth to deal with their nonperforming assets(NPAs) sustained increase in public infrastructure spending and continuing tightsupervision of monetary policy suggests that India is well placed for a period ofsustained growth in excess of 7% per annum.


Financial Year ended March 31 2017 Financial Year ended March 31 2016
Profit before Interest Depreciation Tax and Exceptional Item 52.95 69.14
Add: Exceptional Items 7.75 -
Profit before Interest Depreciation Tax but after Exceptional Item 60.70 69.14
Less: -Finance Cost 26.72 32.56
-Depreciation 37.68 36.40
Profit before Tax (3.70) 0.18
Less -Provision for tax (0.14) (3.11)
Profit after tax (3.84) 3.29
Add - Profit brought forward 143.75 151.56
Less - Adjustment of Depreciation - -
Less — Adjustment for amalgamation - 7.96
Profit available for appropriation 139.91 146.89
Interim Dividend on equity shares - 2.61
Proposed Final Dividend on equity shares - -
Corporate Dividend Tax - 0.53
General Reserves - -
Balance Profit carried forward 139.91 143.75


No amount is proposed to be transferred to the General Reserve out of the amountavailable for appropriation.


Your directors do not recommend any dividend for the financial year 2016-17.


The Textile Division of the Company is located at Hisar in Haryana with a capacity of114096 Spindles. During the year under review the Profit Before Tax (PBT) increased toRs. 31.15 crores in financial Year 2016-17 from Rs. 6.65 crores in the previous financialyear 2015-16 on account of increase in yarn prices reduction in cost of consumed cottonon account of stocking in cotton season at lower prices and operational efficiencies andreduction in interest cost.

Engineering Division

The Engineering Division is supplying castings across all segments in the automotivemarket: cars multi-utility vehicles tractors light commercial vehicles heavycommercial vehicles and earth moving equipment.

During the year the Division acheived total dispatch of 44970 MT (previous year40544 MT). The Division continued to make losses because of lower volume resulting underrecovery of fixed overheads higher rejections and decline in margins on account of pricereduction to retain market share as competitors are supplying at lower prices.

The Division continued to focus on process improvements and manufacturing techniquesacross all areas of operations to improve cost effectiveness and quality.

The sales volume of the Division is expected to increase in the medium and long-termwith the commercial supplies of new development items as well as positive growth expectedin auto industry on account of increased agriculture growth due to normal monsoon pickupin rural consumption demand 7th Pay Commission pay-out besides a healthy economic outlookand sustained increase in public infrastructure spending and new launches in the passengerand commercial vehicle segment.

IT Division

The IT Division of the Company is an established service provider for IT Infrastructuremanagement networking Analytics and Cloud related services operating through its officeslocated in India and USA.

During the year under review the sales and other income of the Division was Rs. 60.38crores (previous year Rs. 66.50 crores). The Division continue to have consistent profits.The Profit before Tax (PBT) was Rs. 5.98 crores (Previous year Rs. 5.73 crores).

Based on market conditions and the growth prospects both in India and USA the Divisionis consistently investing to build new capabilities which complement the core area of ITinfrastructure management to target newer areas which will help it to grow faster.


There was no change in the nature of the business of the Company. There were nomaterial changes and commitments affecting the financial position of the Company occurringbetween March 31 2016 and the date of this Report.


1. During the year DCM Engineering Limited was amalgamated with the Company witheffect from the appointed date of April 1 2014 in terms of the scheme of amalgamation("the Scheme") sanctioned by the Hon'ble High Court of Delhi vide its orderdated May 16 2016 and pursuant to that all assets liabilities duties and obligations ofDCM Engineering Limited were transferred to and vested with the Company with effect fromApril 1 2014. The Scheme became effective on May 28 2016 ("Effective Date") onfiling of the certified copy of the said Order with the Registrar of Companies NCT ofDelhi & Haryana.

Pursuant to the Scheme coming into effect 15049988 equity shares held by theCompany in erstwhile DCM Engineering Limited stand cancelled. In terms of said Scheme theCompany has allotted 1298712 equity shares of Rs. 10/- each fully paid-up to othershareholders of DCM Engineering Limited.

2. The Board of Directors of the Company approved a Scheme ofArrangement betweenDCM Limited and DCM Nouvelle Limited a wholly owned subsidiary of DCM Limited for thedemerger of the cotton textile business undertaking of DCM Limited and vesting of the samewith DCM Nouvelle Limited on a going concern basis with effect from appointed date ofJanuary 1 2017. The aforesaid scheme is subject to approval from concerned regulatoryauthorities.

3. The Board of Directors of the Company in its meeting held on October 15 2016also approved a composite scheme of arrangement which was further amended in theirsubsequent meeting held on February 13 2017 for the:-

a. Amalgamation of Tiara Investment Holdings Limited into Purearth InfrastructureLimited a joint venture company with effect from December 31 2016;

b. Demerger of the Real Estate Undertaking of DCM Limited into DCM Realty andInfrastructure Limited on a going concern basis with effect from January 1 2017; and

c. Following the amalgamation as referred to in (a) and demerger as referred to in (b)above amalgamation of the Amalgamated Purearth into the Resulting DCM Realty leading toAmalgamated DCM Realty with effect from January 1 2017.

The above composite scheme is subject to approval from concerned regulatoryauthorities.

4. The Board of Directors of the Company in its meeting held on March 31 2017approved a scheme of amalgamation for the merger of Crescita Enterprises Private Limited(‘Transferor Company') with the Company with effect from appointed date of March 312017 for the purpose of restructuring of shareholding of ‘Promoters and Promotergroup' of the Company. The aforesaid scheme is subject to approval from the concernedregulatory authorities.


As on April 1 2016 the Company had six subsidiaries (including DCM EngineeringLimited which was amalgamated with the Company under a Scheme of Amalgamation sanctionedby Hon'ble Delhi High Court vide its order dated May 16 2016 which become effective fromMay 28 2016. DCM Engineering Limited ceased to exist with effect from May 28 2016) andone associate company with in the meaning of Section 2(87) and 2(6) of the Companies Act2013 respectively.

During the year under review two companies namely DCM Realty and InfrastructureLimited and DCM Nouvelle Limited were incorporated as wholly owned subsidiaries of theCompany.

At present the Company has seven subsidiaries and one associate company within themeaning of Section 2(87) and 2(6) of the Companies Act 2013 respectively. There has beenno material change in the nature of the business of the subsidiaries and associatecompany.

During the year under review except as stated above no other company has become orceased to be Company's subsidiary joint venture or associate company.

Pursuant to provisions of Section 129(3) and other applicable provisions of theCompanies Act 2103 read with Rules made there under a statement containing salientfeatures of the financial statements performance and financial position of each of thesubsidiaries associates and joint venture companies in Form AOC-1 is enclosed as Annexure- A to the standalone financial statements of the Company and hence not repeated here forthe sake of brevity.

Pursuant to the provisions of Section 136 of the Companies Act 2103 the financialstatements consolidated financial statements of the Company along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company.


The Consolidated Financial Statements of the Company are prepared in accordance withprovisions of the Companies Act 2013 and relevant Accounting Standards issued by theInstitute of Chartered Accountants of India and form part of this Annual Report.


Dr. Vinay Bharat Ram retires by rotation at the ensuing Annual General Meeting andbeinge ligible offers himself for re-appointment as a director of the Company.Accordingly a resolution is included in the Notice of forthcoming 127thAnnual GeneralMeeting of the Company for seeking approval of members for his appointment as a directorof the Company.

All the Independent Directors of the Company have given declaration(s) and haveconfirmed that they meet the criteria of independence as provided in the Section149(6)ofthe Companies Act 2013.


As required by Section 134(3)(c) read with Section 134(5) of the Companies Act 2013your directors state that:

(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


The following persons are Whole-Time Key Managerial Personnel (‘KMP') of theCompany in terms of provisions of Section 203 of the Companies Act 2013:

a. Dr. Vinay Bharat Ram — Chairman & Managing Director
b. *Mr. Sumant Bharat Ram — Chief Executive & Financial Officer
c. Mr. Hemant Bharat Ram — President (Textiles)
d. Mr. Rakesh Kumar Goel — CEO Textile Division
e. Mr. Varun Sarin — Chief of Operations & Finance IT Division
f. Mr. Yadvinder Goyal — Company Secretary

* He remained as KMP in his capacity as Chief Operating & Finance Officer(CO&FO) of the Company till 13-11-2016 and thereafter re-designated as Chief Executive& Financial

Officer (CE&FO) of the Company w.e.f. November 14 2016.


Seven meetings of the Board of Directors of your Company were held during the yearunder review (for further details please refer to the Corporate Governance Report formingpart of this Annual Report).


Pursuant to the provisions of the Companies Act 2013 and the corporate governancerequirements as prescribed by SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the diversity of the Boardeffectiveness of the board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeesand effectiveness of committee meetings etc.

The performance of the individual directors was reviewed on the basis of the criteriasuch as the contribution of the individual director to the Board and committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc.

The performances of non-independent directors Board as a whole and of the Chairman wasevaluated in a separate meeting of Independent Directors after taking into account theviews of executive directors and non-executive directors.


The Company has in place an established internal control system to ensure properrecording of financial & operational information compliance of various internalcontrols and other regulatory/statutory compliances. Further the Company has also anindependent Internal Audit function which carries out periodic internal audits acrosslocations and functions based on the Internal Audit plan. All Internal Audit findings andcontrol systems are periodically reviewed by the Audit Committee of the Board ofDirectors which provides strategic guidance on Internal Controls.


M/s B S R & Co. LLP Chartered Accountants (Registration No. 101248W) wereappointed as Statutory Auditors of the Company from the conclusion of 125thAnnual GeneralMeeting (AGM) held on August 18 2015 till the conclusion of 130thAnnual General Meetingof the Company subject to ratification of their appointment by the members at everyintermittent AGM of the Company.

Accordingly a resolution for ratification of their appointment as Statutory Auditorsof the Company has been included in the Notice of forthcoming 127thAnnual General Meetingof the Company.


The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.


Management response to the observations of the statutory auditors even though explainedwherever necessary through appropriate notes to the Accounts is reproduced hereunder incompliance with the relevant legal provisions.

Refer 'Basis for Qualified Opinion' in Auditors' Report on Consolidated FinancialStatements

Purearth Infrastructure Limited (PIL) a joint venture company has received advancesRs. 3335.87 lacs (share of the Group in these advances of joint venture are amounting Rs.552.42 lacs) for sale bookings of units in Plaza 4 of Central Square project. Theseadvances have been presented as ‘advances from customers' under ‘other currentliabilities' shown as share of joint venture under other current liabilities. Themanagement of PIL is yet to draw up construction plans for Plaza 4 of Central Squareproject. Further the revenue including price escalations and other recoveries in terms ofthe Scheme of Restructuring and understanding arrived with the booking holders of theproject cannot be determined at this stage. Thus the management of PIL could not be ableto estimate the likely losses for such bookings under the Plaza 4 of Central Squareproject and hence has not provided such losses in its financial statements. Therefore DCMLimited is also not able to provide for its shares of such losses in these consolidatedfinancial statements. (Refer note 45 to the consolidated financial statementsannexed.)


In terms of the Scheme of Restructuring and Arrangement (SORA) approved by the Hon'bleDelhi High Court vide its order dated October 29 2003 under sections 391 — 394 ofthe Companies Act 1956 and subsequent modification thereto vide Hon'ble Delhi High Courtorder dated April 28 2011 the Company has complied with its debt repayment obligationunder SORA including in respect of fixed deposits debentures loans and related interestand where such amount has not been claimed by the concerned party deposited an equivalentamount into a ‘No Lien/Designated Account' with scheduled banks.

In case an invested amount remains unclaimed and un-encashed for a period of sevenyears from the date it becomes due for payment the same has been /will be transferred tothe Investor Education and Protection Fund (IEPF) established by the Central Govt.

Your Company has uploaded the relevant details of amount lying unclaimed / un-encashedas on the date of last Annual General Meeting on account of matured Fixed Deposits andDebentures on the website of MCA as well as on its website .Deposit-holders/Debenture-holders may kindly check the said information and if any amounton account of matured deposits matured debentures or interest thereonis appearing asunclaimed / un-encashed against their name they may lodge their claim duly supported byrelevant documents to the Company.

Any person whose unclaimed/un-encashed matured fixed deposits matured debentures orinterest thereon have been transferred to the IEPF can apply for refund as the case maybe by following the prescribed procedure. Therefore it is in the interest ofdeposit-holders/debenture-holders to claim the unclaimed / un-encashed amount of maturedfixed deposits matured debentures or interest thereon with in scheduled time.

No disclosure or reporting is required in respect of deposits covered under Chapter Vof the Companies Act 2013 as the Company has not accepted any deposit after thecommencement of the Companies Act 2013.


There is a continuous process of identifying / managing risks through a Risk ManagementProcess. The measures used in managing the risks are also reviewed. Risks identified bythe Company broadly fall in the category of operational risk regulatory risk financial& accounting risk and foreign currency related risks. The risk management processconsists of risk identification risk assessment risk monitoring & risk mitigation.During the year the Board was informed about measures taken for minimization of risks. Inthe opinion of the Board none of the said risks which have been identified may threatenthe existence of the Company.


At present the Audit Committee of the Company consists of Mr. Bipin Maira ChairmanMr. Ravi Vira Gupta Mr. L Lakshman Prof. Sudhir Kumar Jain and Dr. Meenakshi Nayar asmembers of the committee. The terms of reference of the Audit Committee are in line withthe requirements of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.


At present the CSR Committee of the Company consists of Dr. Vinay Bharat RamChairman Mr. Ravi Vira Gupta Mr. Jitendra Tuli and Dr. Meenakshi Nayar as members ofthe Committee.

This Committee is responsible for formulating and monitoring the CSR Policy of theCompany. The Company's CSR Policy is available on the Company's website


The information relating to conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed as Annexure— I and forms part of this Report.


In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 a statement showing the names and other particulars of the top ten employeeand employees drawing remuneration in excess of the limits set out in the said rules isenclosed as Annexure - II and forms part of this report.

A statement showing details pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure- IIA and forms part of this Report.


Particulars of investments made and loans given are provided in the standalonefinancial statements. (Please refer to Note Nos. 12 & 14 of the standalone financialstatements).

Pursuant to the approval given by the members of the Company in its capacity as titleholder of land at Bara Hindu Rao / Kishanganj Delhi (Project land) in respect of whichthe development rights were vested with joint venture company in terms of SORA hasmortgaged the said land for loans availed in connection with development of real estateproject on the said land by joint venture company and also by a body corporate who hasbeen developing the real estate project along with the said joint venture company. Theoutstanding amount of loans on which mortgage was created as on 31.03.2017 was Rs.213.41 crores (previous year Rs. 193 crores).


All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis.

The prescribed Form AOC-2 is enclosed as Annexure - III and forms part of this Report.Your directors draw attention of members of the Company to Note No. 44 to the standalonefinancial statements which sets out related party disclosures.


The details forming part of Extract of Annual Return in prescribed form MGT-9 isenclosed as Annexure- IV and forms part of this Report.


The Board in its meeting held on May 30 2017 has approved the following appointments:

i. M/s K C Kohli & Co. Cost Accountants (Firm Registration Number 100541) asCost Auditors for financial year 2017-18 for audit of cost accounting records of the‘Cotton Textiles' manufactured by the Company at a remuneration of Rs. 50000/-(Rupees fifty thousand only) plus GST & out-of-pocket expenses if any;

ii. M/s. V Kumar & Associates Cost Accountants (Firm Registration Number100137) as Cost Auditors for financial year 2017-18 for audit of Cost Accountspertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products' locatedat Shaheed Bhagat Singh Nagar Punjab at a remuneration of Rs. 125000/- (Rupees one lacand twenty five thousand only) plus GST & out-of-pocket expenses if any; and

iii. M/s V Kumar & Associates Cost Accountants (Firm Registration Number100137) as Lead Cost Auditors for consolidation of the Cost Audit Report etc. of theCompany for financial year 2017-18 at a remuneration of Rs. 60000/- (Rupees sixtythousand only) plus GST & out-of-pocket expenses if any.

In terms of Section 148 of the Companies Act 2013 and rules made there underremuneration of Cost Auditors as stated above is to be ratified by members of the Company.Accordingly a suitable resolution has been included in the Notice of forthcoming 127thAnnual General Meeting for ratification of aforesaid remuneration payable to CostAuditors for financial year 2017-18 by members of the Company.


The Board has appointed Mrs. Pragnya Parimita Pradhan Company Secretary in whole timepractice Proprietor of M/s. Pragnya Pradhan & Associates Company Secretaries toconduct Secretarial Audit for financial year 2016-17. The Secretarial Audit Report for thefinancial year 2016-17 is enclosed herewith as Annexure - V and forms part of this Report.The Secretarial Audit Report does not contain any qualifications reservation or adverseremark.


In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance Report along with Auditors' certificate thereon and ManagementDiscussion and Analysis Report are enclosed and form part of this report.


1 Details of the familiarization programme of the independent directors are availableon the website of the Company at weblink: Directors.pdf

2 Policy for determining material subsidiaries of the Company is available on thewebsite of the Company at weblink:

3 Policy on materiality of related party transactions and dealing with related partytransactions is available on the website of the Company at weblink transactions.pdf

4 The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concernswhich is available on Company's website www. The provisions of this policy are inline with the provisions of Section 177(9) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

5 The Company's Remuneration Policy is enclosed as Annexure - VI and forms part of thisReport.

6 Annual Report on CSR Activities is enclosed as Annexure - VII and forms part of thisReport.

7 There were no significant or material orders passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

8 During the year under review there were no cases reported under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.


The Directors wish to acknowledge and thank the Central and State Governments and allregulatory bodies for their continued support and guidance. The Directors thank theshareholders customers business associates Financial Institutions and Banks for thefaith reposed in the Company and its management.

The Directors place on record their deep appreciation of the dedication and commitmentof your Company's employees at all levels and look forward to their continued support inthe future as well.

For and on behalf of the Board of Directors
For DCM Limited
Place : New Delhi Dr. Vinay Bharat Ram
Date : July 6 2017 Chairman and Managing Director