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DCM Ltd.

BSE: 502820 Sector: Engineering
NSE: DCM ISIN Code: INE498A01018
BSE 00:00 | 26 Nov 113.50 2.75
(2.48%)
OPEN

114.95

HIGH

115.00

LOW

106.30

NSE 00:00 | 26 Nov 113.10 2.70
(2.45%)
OPEN

114.45

HIGH

115.60

LOW

109.50

OPEN 114.95
PREVIOUS CLOSE 110.75
VOLUME 9773
52-Week high 115.00
52-Week low 18.50
P/E 70.50
Mkt Cap.(Rs cr) 212
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 114.95
CLOSE 110.75
VOLUME 9773
52-Week high 115.00
52-Week low 18.50
P/E 70.50
Mkt Cap.(Rs cr) 212
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 131st Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended March31 2021.

ECONOMIC SCENARIO

e year 2020 has been an unprecedented year. e COVID-19 pandemic spread with alarmingspeed infecting millions and bringing economic activity to a near-standstill as countriesimposed tight restrictions on movement to halt the spread of the virus._As the health andhuman toll grows the economic damage is already evident and represents the largesteconomic shock the world has experienced in decades.

Most recently India witnessed a sharp second wave and while the resultant health andhumanitarian crisis was most severe the economy is expected to bounce back and growbetween 8-10% in FY 21-22. At present the biggest challenge for India continues to bevaccinating its large population more so given the impending third wave. With largegovernment stimulus and the ongoing vaccination drive it is expected that economicactivity will continue its recovery from the third quarter of FY2020 and rebound stronglyin the current fiscal year with an uptick in domestic demand especially in urbanservices.

Governments and central banks across the world stepped in with fiscal and monetarysupport and global economic recovery from the depths of the Covid-19 plunge has proceededsignificantly faster than what most envisioned. IMF now projects global growth at 6% in2021 moderating to 4.9% in 2022. e upward revision reflects additional fiscal support in afew large economies the anticipated vaccine-powered recovery in the second half of 2021and continued adaptation of economic activity to subdued mobility. India was one of theworst hit economies between April – June 2020 quarter with GDP growth contracting by23.9% primarily driven by the rigorous nature of our lockdown. at said our economy cameback strongly and while FY 20-21 will still be a contraction of 7.3% the pace ofcontraction is much lower contrary to most expectations.

In November 2020 the Government of India announced a Rs. 2.65 lakh crore (US$ 36billion) stimulus package to generate job opportunities and provide liquidity support tovarious sectors such as tourism aviation construction and housing. Also India's cabinetapproved the production-linked incentives (PLI) scheme to provide Rs. 2 trillion (US$ 27billion) over five years to create jobs and boost production in the country.

Economic activity will continue to normalize and recover backed by government measuresover the past year including a large stimulus in FY2020 and a steep increase in capitalexpenditure budget in FY2021. Increased government expenditure on health care water andsanitation will strengthen the country's resilience against future pandemics.

FINANCIAL DATA

Particulars Financial Year ended March 31 2021 Financial Year ended March 31 2020
(Rs. in Lakh) (Rs. in Lakh)
Profit before Interest (283.28) (881.03)
Depreciation and Tax
Less: -Finance Cost 856.71 1071.90
-Depreciation 856.71 1177.13
Profit before Tax (1996.70) (3130.06)
Less -Provision for tax 0 (56.29)
Profit after tax (1996.70) (3073.77)
Other Comprehensive income 63.98 (35.54)
Total Comprehensive income (1932.72) (3109.31)
Add - Profit brought forward (1664.12) 10069.69
Add \Less adjustment on 0 (8624.50)
Amalgamation \Demerger
Profit available for appropriation (3596.84) (1664.12)
Appropriations: -
Interim Dividend on equity shares - -
Proposed Final Dividend on equity shares - -
Corporate Dividend Tax - -
General Reserves - -
Balance Profit carried forward (3596.84) (1664.12)

COVID-19 PANDEMIC AND ITS IMPACT

e Covid-19 impact remains a serious concern for governments and businesses. e Companyhas implemented Standard Operating Procedures of social distancing workplace sanitizationand employee health monitoring and these are being followed strictly.

e Management has been closely reviewing the impact of COVID-19 on the Company. Due tocontinuation of lockout of Engineering Business Unit declared on October 22 2019 theoperation of the said Business Unit remained suspended during the lock down period onaccount of COVID-19. Based on current indicators of future economic conditions theCompany has concluded that although due to Covid-19 the Company's initiatives ofrestructuring of Engineering Business Undertaking and infusing liquidity by focusing/managing of its real estate operation are taking time however the impact of COVID-19 isnot material on long term basis on the future potential of its said Engineering BusinessUnit and Real Estate operation. Due to the nature of the pandemic the Company willcontinue to monitor any material changes on the future economic conditions and relating toits Businesses in future periods.

TRANSFER TO RESERVES

During the financial year under review the Board has not proposed to transfer anyamount to Reserve.

DIVIDEND

e Board of directors do not recommend any dividend for the financial year 2020-21.

CONSOLIDATED FINANCIAL STATEMENTS

e Consolidated Financial Statements of the Company are prepared in accordance withprovisions of the Ind AS as per the Companies (Indian Accounting Standard) Rules 2015 asamended from time to time notified under section 133 of the Companies Act 2013 asamended from time to time and form part of this Annual Report.

OPERATIONS OVERVIEW Engineering Division

e 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 under review noproduction activities were carried out due to continuance of lockout declared by theCompany w.e.f. October 22 2019 on account of situation of industrial unrest. Howeverduring the previous year the Division had achieved total dispatch of 15271 MT. In orderto post sustainable profitability and implement the sound operational model to revive theEngineering Business Undertaking it is considered necessary to rationalize the workforceand induct strategic partner(s) in the said Business Undertaking who can providecritically required modern technology and financial investment to sustain and grow thebusiness operations. In order to achieve this the Board of Directors of the Company hasapproved a Composite Scheme of Arrangement in its meeting held on November 28 2019. isScheme provides for transfer of Engineering Business of the Company into DCM EngineeringLtd. a wholly owned subsidiary of the Company on a going concern basis to facilitate thestrategic investment and restructuring of outstanding loan debts and liabilitiespertaining to the Engineering Business to improve its serviceability.

In addition to the said Restructuring Scheme the Company is also taking other interimmeasures to improve the liquidity including proposed Rights Issue of equity sharesapproved by the Board in its meeting held on February 12 2021 to augment capital andexpedite the de-leveraging of the Company.

SCHEMES OF ARRANGEMENT/AMALGMATION

e Board of Directors in their meeting held on November 28 2019 had approved theComposite Scheme of Arrangement (referred hereinafter as "Composite Scheme")among DCM Limited and DCM Engineering Limited and their respective shareholders andCreditors subject to requisite approvals of shareholders creditors NCLT and otherregulatory authorities. In terms of Regulation 37 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 as amended from time to time the Company hasreceived No Objection from BSE Limited and National Stock Exchange of India Limited videtheir letter(s) dated June 24 2020 enabling the Company to file the said Scheme beforeHon'ble National Company Law Tribunal Principal Bench New Delhi (NCLT) for seeking theirapproval under section 230-232 of the Companies Act 2013 as amended from time to timeon or before 23.12.2020. However the Scheme remained pending for filing with NCLTawaiting approval of secured lenders (Banks). In view of aforesaid delay the Company hasrequested both the Stock Exchanges to grant extension of validity of ‘ObservationLetter' for extending the validity of said Observation Letter(s) which remained pending.

CHANGES IN SHARE CAPITAL

ere is no change in the issued and paid-up share capital of the company during theperiod under review.

SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

At present the Company has six (6) subsidiaries and one associate company within themeaning of Section 2(87) and 2(6) of the Companies Act 2013 as amended from time totime respectively.

e Board of Directors of the Company in their meeting held on June 26 2020 had approvedthe proposal for removal/strike off the name of certain non-operative subsidiary companiesunder the applicable provisions of the

Companies Act 2013 in order to reduce the compliance cost and other miscellaneousexpenses. However the Board of Directors in their meeting held on June 29 2021 approvedthe proposal to activate some of these subsidiary companies and to take up real estatebusiness and/or to hold investment and/or real estate assets of the Company fordevelopment.

Accordingly the Board had approved the proposal to amend the MOA and AOA of saidsubsidiary companies by inserting the activities related to real estate business. Exceptthis there has been no material change in the nature of the business of the subsidiariesand associate company. Pursuant to provisions of Section 129(3) and other applicableprovisions of the Companies Act 2013 read with Rules made there under as amended fromtime to time a statement containing salient features of the financial statementsperformance and financial position of each of the subsidiaries associates and jointventure companies in Form AOC-1 is provided as part of the standalone financial statementsof the Company at page no. 149 and hence not repeated here for the sake of brevity.Pursuant to the provisions of Section 136 of the Companies Act 2013 as amended from timeto time the financial statements consolidated financial statements of the Company alongwith relevant documents and separate audited accounts in respect of subsidiaries areavailable on the website of the Company (www.dcm.in).

DIRECTORS

Mr. Jitendra Tuli retires by rotation at the ensuing 131st Annual GeneralMeeting (AGM) and being eligible offers himself for re-appointment as a director of theCompany liable to retire by rotation. Accordingly a resolution is included in the Noticeof forthcoming 131st AGM of the Company for seeking approval of members for hisre- appointment as a director of the Company liable to retire by rotation.

Further Mr. Jitendra Tuli is more than 75 years of age and pursuant to Regulation17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time (hereinafter referred to as ‘SEBI Listing Regulations') asuitable resolution for continuation of appointment of Mr. Jitendra Tuli in his capacityas director of the Company liable to retire by rotation w.e.f. 131st AGM hasalso been included in the Notice of forthcoming 131st AGM of the Company forseeking approval of members of the Company by Special Resolution. During the year underreview Mr. Vinay Sharma was appointed as an Additional Director as well as Whole-TimeDirector designated as Executive Director (Engineering Business) of the Company for aperiod of three (3) years w.e.f December 15 2020 to December 14 2023 subject to theapproval of shareholders of the Company in the ensuing AGM. Accordingly a resolution isincluded in the Notice of forthcoming 131st AGM of the Company for seekingapproval of members for his appointment. However prior approval of lending banks are alsorequired for payment of remuneration to Mr. Vinay Sharma. Mr. Krishna Singh NagnyalNominee Director of Life Insurance Corporation of India (LIC) resigned from thedirectorship of the Company w.e.f August 17 2020. e Board placed on record its sincereappreciation and thanks for the valuable contributions made by Mr. Krishna Singh Nagnyalas Director of the Company.

Due to his preoccupation with other professional activities Mr. Ravi Vira GuptaIndependent Director of the Company has resigned from the Board of Directors of theCompany w.e.f. August 27 2020 before the expiry of his term as an Independent Director ofthe Company. In terms of SEBI Listing Regulations Mr. Ravi Vira Gupta has providednecessary confirmation that there is no other material reason for his resignation otherthan those provided.

e Board placed on record its sincere appreciation and thanks for the valuablecontributions made by Mr. Ravi Vira Gupta an as Independent Director of the Company.During the period under review Mr. Dinesh Dhiman Whole-Time Director designated asExecutive Director (Engineering Operation) of the Company has resigned from thedirectorship of the Company w.e.f December 12 2020. e Board placed on record its sincereappreciation and thanks for the valuable contributions made by Mr. Dinesh Dhiman.

Further Dr. Vinay Bharat Ram Chairman and Non–executive Director of the Companyresigned from the directorship of the Company w.e.f February 17 2021. e Board placed onrecord its sincere appreciation and thanks for the valuable contributions made by Dr.Vinay Bharat Ram as Chairman and Director of the Company. Further pursuant to theprovisions of Section 149 of the Companies Act 2013 as amended from time to time theIndependent Directors have submitted declarations that each of them meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 as amended fromtime to time along with Rules framed there under and Regulation 16(1)(b) of the SEBIListing Regulations and there has been no change in the circumstances affecting theirstatus as independent directors of the Company. In terms of regulation 25(8) of SEBIListing Regulations they have also confirmed that they are not aware of any circumstanceor situation which exists or may be reasonably anticipated that could impair or impacttheir ability to their duties.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis (pleaserefer to the auditor's opinion in their report on standalone and consolidated financialstatements of the Company with regard to material uncertainty related to going concern.);

(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 the provisionsof all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

During the period under review Mr. Dinesh Dhiman Whole –Time Director designatedas Executive Director (Engineering Operation) of the Company resigned from theDirectorship of the Company w.e.f. December 12 2020. Further during the period underreview Mr. Vinay Sharma was appointed as whole -Time Director designated as ExecutiveDirector (Engineering Business) of the Company w.e.f. December 15 2020 for a period ofthree (3) years.

Mr. Vimal Prasad Gupta Company Secretary & Compliance Officer of the Companyresigned from the position of Company Secretary & Compliance Officer w.e.f. June 102021.

Further the Board of Directors in their meeting held on June 29 2021 appointed Mr.Sanjeev Kumar as Company Secretary and Compliance Officer of the Company w.e.f June 292021.

Accordingly as on date the following persons are the Whole-Time Key ManagerialPersonnel (‘KMPs') of the Company in terms of provisions of Section 203 of theCompanies Act 2013 as amended from time to time: a. Mr. Jitendra Tuli – ManagingDirector;

b. Mr. Vinay Sharma – Executive Director (Engineering Business);

c. Mr. Ashwani Kumar Singhal – Chief Financial Officer; d. Mr. Sanjeev Kumar-Company Secretary & Compliance Officer

NUMBER OF BOARD MEETINGS

Eight (8) 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).

EVALUATION OF BOARD PERFORMANCE

e Board of Directors has carried out an Annual Performance Evaluation of its ownIndividual Directors and Board Committees pursuant to the provisions of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time. e performance of the Board was evaluated by the Board afterseeking inputs from all Directors on the basis of the criteria such as Board compositionstructures effectiveness of Board processes information and functioning etc. e Board andthe Nomination and Remuneration Committee reviewed the performance of the individualDirectors on the basis of the criteria such as qualification experience knowledgecompetency availability attendance commitment and contribution of the IndividualDirector to the Board and Committee meetings. e performance of the Committees wasevaluated by the Board after seeking inputs from the Committee members on the basis of thecriteria such as the composition of Committees effectiveness of Committee meetings etc.Further performance of Independent Directors was evaluated on additional criteria such asfulfillment of independence criteria by them and their independence from the management ofthe Company. e performance evaluation of Independent Directors was done by the entireBoard of Directors and in the evaluation the directors who are subject to evaluation hadnot participated. Also in a separate meeting of Independent Directors performance of Non-Independent Directors the Board as a whole and the Chairman were evaluated taking intoaccount formal & informal views of Executive Director(s) and Non- ExecutiveDirector(s). e Directors expressed their satisfaction with the evaluation process.

e above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017.

Based on inputs received from the Board members it emerged that the Board had a goodmix of competency experience qualifications and diversity. Each Board member contributedin his/her own manner to the collective wisdom of the Board keeping in mind his/her ownbackground and experience. There was active participation and adequate time was given fordiscussing strategy. Overall the Board was functioning very well in a cohesive andinteractive manner.

INTERNAL FINANCIAL CONTROL

e Company has a well-placed proper and adequate Internal Financial Control (IFC)system which ensures that all assets are safeguarded and protected and that thetransactions are authorised recorded and reported correctly. e Company's IFC system alsocomprises due compliances with Company`s policies and Standard Operating Procedures(SOP`s) and supported by internal audit from reputed audit firms.

e Internal Auditors independently evaluate the adequacy of internal controls.Independence of the audit and compliance is ensured by direct reporting of InternalAuditors to the Audit Committee of the Board. All Internal Audit findings and controlsystems are periodically reviewed by the Audit Committee of the Board of Directors whichprovides strategic guidance on Internal Controls.

STATUTORY AUDITORS

Members of the Company at the 130th AGM held on 25th September2020 approved the appointment of M/s. S S Kothari Mehta and Company CharteredAccountants (Firm Registration no. 000756N) as the statutory auditors of the Company fora period of 5 years commencing from the conclusion of the 130th AGM held on 25thSeptember 2020 until the conclusion of 135th AGM of the Company to be held inthe year 2025.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

e Statutory Auditors Cost Auditors and 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 there under as amended form timeto time.

DIRECTORS' VIEW ON AUDITORS' OBSERVATIONS/OPINION

e Statutory Auditors' Report for financial year 2020-21 does not contain anyqualification reservation or adverse remark. e Report is enclosed along with thefinancial statements and forms the part of this Annual Report.

FIXED DEPOSIT / DEBT REPAYMENT

e Company has complied with its debt repayment obligation under Scheme of Restructuringand Arrangement (SORA) approved by the Hon'ble Delhi High Court vide its order datedOctober 29 2003 under sections 391 – 394 of the Companies Act 1956 and subsequentlymodified vide Hon'ble Delhi High Court order dated April 28 2011 including in respect offixed deposits debentures loans and related interest and where such amount has not beenclaimed by the concerned party deposited an equivalent amount into a ‘NoLien/Designated Account' with scheduled banks.

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

Your Company has uploaded the relevant details of amount lying unclaimed /unencashedas on the date of last Annual General Meeting on account of matured Fixed Deposits andDebentures on the website of Ministry of Corporate Affairs (MCA) as well as on itswebsite: www.dcm.in. Deposit-holders/Debenture-holders may kindly check the saidinformation and if any amount on account of matured deposits matured debentures orinterest thereon is appearing as unclaimed / un-encashed against their name they maylodge their claim duly supported by relevant documents to the Company. Any person whoseunclaimed/un-encashed matured fixed deposits matured debentures or interest thereonhave been transferred to the IEPF can apply for refund as the case may be by making anapplication to the IEPF Authority in

Form No. IEPF-5 available on www.iepf.gov.in. erefore it is in the interest ofdeposit-holders/debenture-holders to claim the unclaimed/un-encashed amount of maturedfixed deposits matured debentures or interest thereon within scheduled time. Nodisclosure or reporting is required in respect of deposits covered under Chapter V of theCompanies Act 2013 as amended from time to time as the Company has not accepted anydeposit after the commencement of the Companies Act 2013.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNTS AND RELEVANT EQUITY SHARES TO THE INVESTOREDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 as amended from time to time ("IEPF Rules") dividend ifnot claimed for a consecutive period of 7 years from the date of transfer to UnpaidDividend Account of the Company are liable to be transferred to the Investor Educationand Protection Fund ("IEPF").

Further all the shares in respect of which dividend has remained unclaimed for sevenconsecutive years or more from the date of transfer to unpaid dividend account shall alsorequire to be transferred to IEPF Authority. e said requirement does not apply to sharesin respect of which there is a specific order of Court Tribunal or Statutory Authorityrestraining any transfer of the shares. e details of unclaimed dividends and shareholderswhose shares are liable to be transferred to the IEPF Authority are available on theCompany's website (www.dcm.in). Accordingly during the year under review the Company hastransferred the unclaimed final dividend amount of Rs. 884786/- for FY 2012-13 andInterim Dividend amount of Rs. 971801/- for FY 2013-14 which were outstanding for 7consecutive years. Further 8811 & 14440 Equity Shares of the Company in respect ofunclaimed final dividend for FY 2012-13 and Interim Dividend for FY 2013-14 respectivelyhave also been transferred by the Company to the demat account of IEPF Authority.

Any shareholder whose shares unclaimed/un-encashed dividend have been transferred tothe IEPFA can claim back the shares or apply for refund from IEPFA as the case may beby making an application to the IEPFA in Form No. IEPF-5 available on www.iepf.gov.in.erefore it is in the interest of shareholders to claim the unclaimed amount of dividendwith in scheduled time.

e following tables give information relating to total amount lying in the UnpaidDividend Accounts of the company in respect of the last seven years and when suchunclaimed Dividend is due for transfer to the IEPF:

Sr. No. Financial Year Type of Dividend Due date of transfer to IEPF Amount Outstanding as on 31.03.2021 (Rs. in Lakh)
1. 2013-14 Final Dividend 10.10.2021 9.17
2. 2014-15 Interim Dividend 20.01.2022 9.65
3. 2014-15 Final Dividend 24.10.2022 9.52
4. 2015-16 Interim Dividend 15.01.2023 9.34
Total 37.68

RIGHTS ISSUE OF EQUITY SHARES

e Board of Directors of the Company in their meeting held on February 12 2021 hasgiven their consent to raise the funds for an aggregate amount not exceeding Rs. 50crores by way of ‘Rights Issue' of Equity shares to augment capital and expedite tocomplete the de-leveraging of the Company and constituted a Special purpose Committeenamely ‘Rights Issue Committee' in this regard. e said Rights Issue committeecomprise of three directors namely Prof Sudhir Kumar Jain as Chairman Mr. Bipin Maira andMr. Jitendra Tuli as members of the Committee. e Company has initiated the requisite stepsin this regard.

MATERIAL CHANGES AND COMMITMENTS

In view of continued situation of industrial unrest a lockout was declared on October22 2019 at ‘Engineering Business Undertaking' of the Company situated at VillageAsron District Shaheed Bhagat Singh Nagar (Punjab). is lockout continued as on the dateof this Directors' report and no production was carried out in the Engineering Divisionsubsequent to the declaration of said lockout.

Except as stated above there was no change in the nature of the business of theCompany. Further there were no other material changes and commitments affecting thefinancial position of the Company occurring between March 31 2021 and the date of thisReport.

RISK MANAGEMENT

e Company has in place Risk Management Process for identifying / managing risks. eCompany's Risk Management Framework helps in identifying risks and opportunities that mayhave a bearing on the organization's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy. e 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. eBoard provides oversight and reviews the Risk Management process. Due to continuedsituation of industrial unrest at the Engineering Division the Company was forced todeclare a lockout of its Engineering operation w.e.f October 22 2019 and consequently theliquidity position of the Company was severely curtailed. is has resulted delay/defaultsin payment of Banks dues as well as operational creditors/ other liabilities.

During the year under review a bank has served a demand notice under the provisions ofsection 13(2) of Securitisation and Reconstruction of Financial Assets and Enforcement ofSecurity Interest Act 2002 (SARFAESI Act). However the Hon'ble High Court of Punjab& Haryana has passed an order on 22.12.2020 to maintain the ‘Status Quo' ofnotice issued by the said bank. Some of the operational creditors of ‘EngineeringDivision' of the Company have also given legal notice(s) and/or filed petition(s) underthe Insolvency and Bankruptcy Code 2016 (IBC Act 2016) for recovery of their outstandingdues towards supply of materials by them to the Engineering Division. However no suchpetition has been admitted by the Court/ National Company Law Tribunal (NCLT).

e management believes that with the restructuring of Engineering Business Undertakingalong with the debt pertaining to said Undertaking and infusing liquidity by focusing/managing of its remaining business undertaking/real estate operation as well as otherinterim measures to improve liquidity including proposed Rights Issue approved by theBoard in its meeting held on February 12 2021 the Company will be able to continue itsoperation on a going concern basis and there is no threat to the existence of the Company.

AUDIT COMMITTEE

As on March 31 2021 the Audit Committee of the Company consists of Dr. Kavita ASharma Chairperson Mr. Bipin Maira and Prof. Sudhir Kumar Jain as members of the AuditCommittee.

e terms of reference of the Audit Committee are in line with the requirements ofSection 177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 as amended from time totime.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Due to continue losses in recent years currently the Company does not meet the Criteriaof sub-section (1) of_section 135_of the Companies Act 2013 as amended from time totime which require a Company to constitute Corporate Social Responsibility Committee. Inview of the above the ‘Corporate Social Responsibility Committee' of the Company hasbeen discontinued during the year under review. e Company will comply the requirement ofaforesaid provisions of the Companies Act 2013 as amended from time to time as andwhen applicable.

Further in view of the above during the period under review no amount has been spentby the Company on CSR activities.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

e 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 as amended from time totime is enclosed as Annexure – I and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

e details required under Section 197(12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended in respect of Directors KMPs and other employees of the Company are given inAnnexure-II of this Board's Report. However in terms of Section 136(1) of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe Statement of particulars of Employees as required under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended. e saidstatement is available for inspection by the Members at the Registered Office of theCompany during business hours on working days up to the date of the ensuing Annual GeneralMeeting.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186

Particulars of investments made and loans given and guarantee /security provided aregiven in the standalone financial statements. (Please refer to Note Nos. 5 6 and 9 of thestandalone financial statements). Further pursuant to the approval given by the membersthe Company in its capacity as title holder of land at Bara Hindu Rao / Kishanganj Delhi(Project land) in respect of which the development rights were vested with a jointventure company in terms of SORA has mortgaged the said land for loans availed inconnection with development of real estate project on the said land by joint venturecompany and also by a body corporate who has been developing the real estate project alongwith the said joint venture company. e outstanding amount of loans on which mortgage wascreated as on 31.03.2021 was Rs. 406.58 crores (previous year Rs. 306.33 crore).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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. All transactions with related parties were reviewed and approved by the AuditCommittee. e prescribed Form AOC-2 is enclosed as Annexure - III and forms part of thisReport. Your directors draw attention of members of the Company to Note No. 44 to thestandalone financial statements which sets out related party disclosures.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 asamended from time to time the Annual Return of the Company as on March 31 2021 isavailable on the Company's website on weblink: https://dcm.in/notices/.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made thereunder the Board has appointedMrs. Pragnya Parimita Pradhan (M. No. A32778 and CP No.12030) Company Secretary in wholetime practice Proprietor of M/s. Pragnya Pradhan & Associates Company Secretariesto conduct Secretarial Audit for financial year 2020-21. e Secretarial Audit Report forthe financial year 2020-21 under the Companies Act 2013 read with Rules made thereunder as amended from time to time and Regulation 24A of the SEBI Listing Regulations isenclosed herewith as Annexure – IV and forms part of this Report.

e Secretarial Compliance Report for the financial year ended 31st March2021 in relation to compliance of all applicable SEBI Regulations and circulars /guidelines issued there under pursuant to requirement of Regulation 24A of SEBI ListingRegulations read with SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08 2019 isenclosed herewith as Annexure - IV-I and forms part of this Report. e SecretarialCompliance Report has been voluntarily enclosed as part of Annual Report as gooddisclosure practice.

e Secretarial Audit Report and Secretarial Compliance Report does not contain anyqualifications reservation or adverse remark.

e Company is in compliance with Regulation 24A of Listing Regulations. e Company'sunlisted material subsidiary i.e. DCM Infotech Limited undergo Secretarial Audit copy ofSecretarial Audit Report of DCM Infotech Limited is available on the website of theCompany. e Secretaial Audit Report of this unlisted material subsidiary does not containany qualification reservation adverse remarks or disclaimer.

NOMINATION AND REMUNERATION POLICY

e Nomination and Remuneration Policy was approved by the Board of Directors of theCompany. e main objective of the said policy is to ensure that the level and compositionof remuneration is reasonable and sufficient to attract retain and motivate theDirectors KMP and Senior Management employees. e remuneration involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals. e salient features of Nomination andRemuneration Policy are as stated below:

Appointment Criteria and Qualifications

e Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director Key Managerial Personnel or atSenior Management Personnel level and recommend to the Board his/ her appointment.

A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. e Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

Remuneration to Managing Director(s)/Whole Time Director(s)/ Key Managerial Personnel(KMP).

(i) e Board on the recommendation of the Committee shall review and approve theremuneration payable to the Executive Directors of the Company within the overall limitspermissible under the law.

(ii) e Board on the recommendation of the Committee shall also review and approve theremuneration payable to the Key Managerial Personnel of the Company.

(iii) e remuneration of Executive Directors and Key Managerial Personnel will includethe following components: a) Basic Pay; b) Commission / Variable Component / Bonus; c)Perquisites and Allowances; d) Retirement Benefits.

Remuneration to Non-Executive and Independent Directors

(i) e Board on the recommendation of the Committee shall review and approve theremuneration payable to the Non-Executive Directors of the Company within the overalllimits permissible under the law.

(ii) e Non- Executive and Independent Directors would be paid remuneration by way ofsitting fees for attending meetings of Board or Committee(s) thereof and profit relatedcommission as may be recommended by the Committee and as permissible under the law.

Senior Management Personnel/ other Officers and Staff

All remuneration in whatever form payable to Senior Management

Personnel of the Company should be recommended by the Committee to the Board for itsapproval.

Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

e Nomination and Remuneration Policy is enclosed herewith as Annexure - VwhichformspartofthisReportandisalsoavailableonthewebsiteofthecompanyat weblink:https://dcm.in/wp-content/uploads/2020/12/Nomination-and-Remuneration-Policy.pdf.

COST AUDIT

During the financial year 2020-21 the Company was required to maintain cost records asspecified by Central Government under section 148(1) of the Companies Act 2013 asamended from time to time in respect of ‘Cast Iron Unit' of the Company namely‘DCM Engineering Products' located at Shaheed Bhagat Singh Nagar Punjab.Accordingly the Board of Directors in its meeting held on June 29 2021 have approved theappointment of M/s. V Kumar & Associates Cost Accountants (Firm Registration Number100137) as Cost Auditors for financial year 2021-22 for audit of Cost Accountspertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products' locatedat Shaheed Bhagat Singh Nagar Punjab at a fee of upto Rs. 5000/- (Rupees Five thousandonly) plus GST & out-of-pocket expenses if any. In terms of Section 148 of theCompanies Act 2013 and rules made thereunder as amended from time to time remunerationof Cost Auditor as stated above is to be rati_ed by members of the Company. Accordinglysuitable resolution has been included in the Notice of forthcoming 131st AnnualGeneral Meeting for rati_cation of remuneration payable to Cost Auditor for financialyear 2021-22 by members of the Company.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended from time to time Corporate Governance Report along with Auditors' certificatethereon and Management Discussion and Analysis Report are enclosed and form part of thisreport.

DISCLOSURE REQUIREMENTS

1. Details of the familiarization programme of the independent directors are availableon the website of the Company at weblink:https://www.dcm.in/wp-content/uploads/2016/10/Familirisation-Program-for-Independent-Directors.pdf.

2. Policy for determining material subsidiaries of the Company is available on thewebsite of the Company at weblink:https://www.dcm.in/wp-content/uploads/2016/10/Material-subsidiary-policy.pdf.

3. Policy on materiality of related party transactions and dealing with related partytransactions is available on the website of the Company at weblink:https://dcm.in/wp-content/uploads/2020/12/Policy-on-Related-Party-Transactions.pdf.

4. e 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.dcm.in. e 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 as amended from time to time.

5. 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.

6. e Company has constituted Internal Complaints Committee(s) under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year there were no cases reported under the said Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

7. During the year under review the Company has complied with mandatory applicableSecretarial Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

e Directors wish to acknowledge and thank the Central and State Governments and allregulatory bodies for their continued support and guidance. e Directors thank theshareholders customers business associates Financial Institutions and Banks for thefaith reposed in the Company and its management. e Directors place on record their deepappreciation of the dedication and commitment of your Company's employees at all levelsand look forward to their continued support in the future as well.

For and on behalf of the Board of Directors
For DCM Limited
Sd/-
Place: New Delhi Bipin Maira
Date: June 29 2021 Chairman

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