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DCM Nouvelle Ltd.

BSE: 542729 Sector: Industrials
NSE: DCMNVL ISIN Code: INE08KP01019
BSE 00:00 | 29 Nov 265.75 -13.45
(-4.82%)
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NSE 00:00 | 29 Nov 264.70 -13.75
(-4.94%)
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275.00

HIGH

278.00

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OPEN 270.70
PREVIOUS CLOSE 279.20
VOLUME 22844
52-Week high 340.75
52-Week low 27.90
P/E 4.62
Mkt Cap.(Rs cr) 496
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 270.70
CLOSE 279.20
VOLUME 22844
52-Week high 340.75
52-Week low 27.90
P/E 4.62
Mkt Cap.(Rs cr) 496
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DCM Nouvelle Ltd. (DCMNVL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 05th Board Report on theCompany’s business and operations together with audited financial statements for thefinancial year ended March 31 2021.

1. FINANCIAL RESULTS

In compliance with the provisions of the Companies Act 2013 (‘Act’) andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations’) the Company has prepared its standalone financial statements as perIndian Accounting Standards (‘Ind AS’) for the FY 2020-21

2. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Financial Year ended March 31 2021 Financial Year ended March 31 2020
Profit before Interest Depreciation and Tax 6544.99 3489.57
Less: a) Finance Cost (841.31) (1186.41)
b) Depreciation (1602.86) (1647.23)
Profit before Tax 4100.82 655.93
Less: a) Provision for tax (1050.02) (224.36)
Profit after tax 3050.80 431.57
Other Comprehensive income 2.49 3.02
Total Comprehensive income for the year 3053.29 434.59
Add - Profit brought forward 7975.86 7541.27
Profit available for appropriation 11029.15 7975.86
Balance Profit carried forward 11029.15 7975.86

3. OPERATIONAL PERFORMANCE

Your Directors inform the members that during the year under review your Company facedunprecedented challenges due to global economic slowdown including the domestic markets.Your Company geared itself and took all measures to withstand the challenges. Though theCompany recorded a lower turnover at Rs. 557.06 Crores as against Rs. 580.28 Crores asthe financial year started with the national lockdown. Due to these steps your Company wasable to achieve better performance. The operating profit of the Company improvedsignificantly due to good market demand that emerged in the second half of the year withthe receding Covid19 impact. The Company recorded total profit after tax (including OCI)of Rs. 30.53 Crores in the current financial year against a profit of Rs. 4.34 Crores inthe previous year.

4. COVID 19 & ITS IMPACT

The covid-19 epidemic in 2020 has been a major disaster. The impact of covid-19 onIndia has been largely disruptive in terms of economic activity as well as a loss of humanlives. Almost all the sectors have been adversely affected.

The physical and emotional wellbeing of employees continues to be a top priority forthe Company with several initiatives to support employees and their families during thepandemic.

Your Directors have been regularly reviewing with the Management the impact ofCOVID-19 on the Company. During the 1st quarter of the year your Company had totemporarily suspend operations for more than a month at its plant keeping in mind theparamount need of safety of the employees. Your Company quickly took measures to ensurethe safety of all employees and assured of their well-being. The Manufacturing facility atHisar had resumed its operations from the first week of May 2020 when lockdown waspartially lifted after establishing thorough and well-rehearsed safety protocols.Proactive preparations were done in our work locations during this transition to ensureour offices were safe.

The Board and the Management will continue to closely monitor the situation as itevolves and do its best to take all necessary measures in the interests of allstakeholders of the Company.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in nature of the business of the Company during the financial yearended on March 31 2021.

6. DIVIDEND

Considering the future needs of the Company for expansion and growth and to strengthenthe financial position of the Company your directors do not recommend any dividend forthe financial year ended March 31 2021.

7. RESERVES

Yours directors do not propose to transfer any amount to the General Reserve out of theamount available for appropriation in the current year.

8. CAPITAL STRUCTURE

During the year under review there has been no change in the capital structure of theCompany. As on March 31 2021 the Authorised Share Capital was

Rs. 200500000/- and Paid-up capital was

Rs. 186777490/-.

9. MATERIAL CHANGES AND COMMITMENT – IF ANY AFFECTING FINANCIAL POSITIONOF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There has been no material change and commitment affecting the financial performanceof the Company which occurred between the end of the Financial Year and till the date ofthis report.

10. DEPOSITS

During the year under review the Company has not accepted any deposit under Chapter Vof the Companies Act 2013.

11. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

12. BOARD AND COMMITTEE MEETINGS

The Board has constituted an Audit Committee comprising of Mr. Bipin Maira as Chairmanand Dr. Meenakshi Nayar and Mr. Rakesh Goel as its Members. There have been no instancesduring the year where recommendations of the Audit Committee were not accepted by theBoard. The details of the composition of the Board and its Committees and the number ofmeetings held and attendance of Directors at such meetings are provided in the CorporateGovernance Report which forms part of the Annual Report.

The Directors have devised proper systems and processes for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems were adequate and operating effectively.

Due to the exceptional circumstances caused by the COVID-19 pandemic all Board &Committee meetings in FY 2020-21 were held through Video Conferencing.

13. BOARD OF DIRECTORS & KEY MANAGERIAL

PERSONNEL

A. Appointments/Re-appointments Ms. Shahana Basu

Ms. Shahana Basu was appointed as Non-Executive Non-Independent Director being liableto retire by rotation on the Board of Directors of the Company by the Members at the AGMheld on April 27 2019.

In terms of Section 152 of the Act Ms. Shahana Basu Non-Executive Non-IndependentDirector being liable to retire by rotation shall retire at the ensuing AGM and beingeligible for re-appointment offers herself for reappointment.

Mr. Jitendra Tuli

Mr. Jitendra Tuli was appointed as Non-Executive Non-Independent Director beingliable to retire by rotation on the Board of Directors of the Company by the Members atthe AGM held on April 27 2019.

In terms of Section 152 of the Act Mr. Jitendra Tuli Non-Executive Non-IndependentDirector being liable to retire by rotation was re-appointed by the Members at the AGMheld on September 25 2020.

Mr. Kulbir Singh

The Board of Directors of the Company on June 22 2021 basis the recommendation of theN&RC appointed Mr. Kulbir Singh as an Independent Director with effect from June 222021 and to hold office up to the date of the ensuing AGM. Further the N&RC and Boardof Directors of the Company have also recommended the appointment of Mr. Kulbir Singh asDirector (Non-Executive Independent) to the Members at the ensuing AGM not being liableto retire by rotation.

Mr. Vivek Chhachhi

The Board of Directors of the Company on March 26 2021 basis the recommendation ofthe N&RC appointed Mr. Vivek Chhachhi as an Additional Director with effect from April01 2021 and to hold office up to the date of the ensuing AGM. Further the N&RC andBoard of Directors of the Company have also recommended the appointment of Mr. VivekChhachhi as Director (Non-Executive Independent) to the Members at the ensuing AGM notbeing liable to retire by rotation. The relevant details including profiles of Mr. VivekChhachhi Mr. Kulbir Singh and Ms. Shahana Basu are included separately in the Notice ofAGM and Report on Corporate Governance of the Company forming part of the Annual Report.

B. Key Managerial Personnel

During the year under review Mr. Kunal Agrawal resigned from the position of CompanySecretary & Compliance Officer of the Company w.e.f 20.11.2020 and Mr. Mohd Sagir aqualified Company Secretary having Fellow membership No. F11061 of the Institute ofCompany Secretaries of India was appointed as Company Secretary and Compliance Officer ofthe Company w.e.f 05.02.2021.

C. Independent Directors

All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act read with Regulation 16(1) (b) ‘the ListingRegulations’. There has been no change in the circumstances affecting their status asIndependent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance peoplemanagement strategy auditing tax and risk advisory services infrastructure bankinginsurance financial services investments cotton and yarn industries and e-marketing;and they hold highest standards of integrity. Regarding proficiency the Company hasadopted requisite steps towards the inclusion of the names of all Independent Directors inthe data bank maintained with the Indian Institute of Corporate Affairs Manesar(‘IICA’). Accordingly all the Independent Directors of the Company haveregistered themselves with IICA for the said purpose. In terms of Section 150 of the Actread with the Companies (Appointment & Qualification of Directors) Rules 2014 asamended since all the Independent Directors of the Company have served as Directors for aperiod of not less than three (3) years on the Board of Listed Companies as on the date ofinclusion of their names in the database they are not required to undertake onlineproficiency self-assessment test conducted by the said Institute.

In pursuance to the provisions of Section 203 of the Companies Act 2013 Mr. HemantBharat Ram-Managing Director Dr. Vinay Bharat Ram-Whole Time Director Mr. Rakesh Goel-Whole Time Director Mr. Sandeep Kumar Jain- Chief Financial Officer and Mr. Mohd Sagir -Company Secretary are the Key Managerial Personnel of the Company.

During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees for thepurpose of attending meetings of the Board/ Committee of the Company.

14. POLICY ON DIRECTORS’ APPOINTMENT AND

REMUNERATION AND OTHER DETAILS

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee anddevelop competency requirements for the Board based on the industry requirements andbusiness strategy of the Company. The NRC reviews and evaluates the profiles of potentialcandidates for appointment of Directors and meets them prior to making recommendations oftheir nomination to the Board. Specific requirements for the position including expertknowledge expected are communicated to the appointee.

On the recommendation of the NRC the Board has adopted and framed a RemunerationPolicy for the Directors Key Managerial Personnel and other employees pursuant to theapplicable provisions of the Act and ‘the Listing Regulations’. The remunerationdetermined for Executive / Non-Executive Directors is subject to the recommendation of theNRC and approval of the Board of Directors. The Non-Executive Directors are entitled tositting fees for attending the Board / Committee Meetings. The Executive Directors are notpaid sitting fees.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees are in accordance with the Remuneration Policy of the Company. TheCompany’s Policy on Directors’ Appointment and Remuneration and other mattersprovided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations havebeen disclosed in the Corporate Governance Report which forms part of the Annual Report.

Familiarization program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on beinginducted into the Board. Further various other programmes are conducted for the benefitof Independent Directors to provide periodical updates on regulatory front industrydevelopments and any other significant matters of importance. The details ofFamiliarization Program are provided in the Corporate Governance Report and is alsoavailable on the Company’s Websitehttps://www.dcmnvl.com/familiarization-program-for-independent-director.html.

15. BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of criteria such as the Boardcomposition and structure effectiveness of board processes information and functioningetc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as the composition of committeeseffectiveness of Committee meetings etc. The performance assessment of Non-IndependentDirectors Board as a whole and the Chairperson were evaluated at separate meeting ofIndependent Directors. The same was also discussed in the meetings of NRC and the Board.Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.

16. REMUNERATION POLICY

The Policy of the Company on directors’ appointment and remuneration includingthe criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available on the website of the Company at http://www.dcmnvl.com/downloads/filesn5d120a5dd 8c62.pdf

17. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of thecompany’s code of conduct or ethics policy or any other grievance the details ofwhich are given in the Corporate Governance Report. The Whistle Blower Policy may beaccessed on the Company’s website on the link http:// w w w . d c m n v l . c o m / do w n l o a d s / f i l e s / n5d120c0347e99.pdf . During the year under review no matterhas been received under Whistle Blower Policy of the Company.

18. PREVENTION OF SEXUAL HARASSMENT

The Company has zero tolerance towards sexual harassment at the workplace. In order tocomply with provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder the Company hasformulated and implemented a policy on prevention prohibition and redressal of complaintsrelated to sexual harassment of women at the workplace. All women employees permanenttemporary or contractual are covered under the above policy. An Internal ComplaintCommittee (ICC) has been set up in compliance with the said Act and the committee met onquarterly basis to discuss any issues in this regard. During the year under review nocomplaints pertaining to sexual harassment of women employees were reported to theCompany.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal AuditorsStatutory Auditors and Secretarial Auditors including the Audit of Internal FinancialControls over financial reporting by the Statutory Auditors and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company’s internal financial controls were adequate andeffective during Financial Year 2020-21.

Accordingly pursuant to Sections 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 312021 the applicable accounting standards have been followed and there are no materialdepartures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial Year and of the profitof the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts for the Financial Year ended March 31 2021on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. The Company also does not haveany joint venture.

21. ANNUAL RETURN

The Annual Return of the Company as on March 31 2021 is available on theCompany’s website and can be accessed at https://www.dcmnvl.com/ annual-return.html.

22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed as AnnexureI and forms an integral part of this report. The policy on materiality ofrelated party transactions as approved by the Board may be accessed on the Company’swebsite at http://www.dcmnvl.com/downloads/files/ n5d120c0ea49d0.pdf

23. AUDITORS

Statutory Auditors

M/s Walker Chandiok & Co LLP Chartered Accountants with Firm registration number001076N/N500013 have been appointed as Auditors of the Company to hold office for aperiod of five years commencing from the conclusion of 4th Annual General Meeting untilthe conclusion of the 9th Annual General Meeting of the Company. The observations of theAuditors in their report on Accounts and the Financial Statements read with the relevantnotes are self-explanatory. The Audit Report does not contain any qualificationreservation adverse remark or disclaimer. Further Statutory Auditors have confirmedtheir eligibility under Section 141 of the Companies Act 2013 and the Rules framed thereunder.

Secretarial Auditors

The Board has appointed M/s Pragyna Pradhan and Associates Practicing CompanySecretaries to conduct Secretarial Audit for the financial year 2020-21. The SecretarialAudit Report for the financial year ended March 31 2021 is annexed as Annexure-IIand forms an integral part of this Report.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. covered under the Secretarial Audit.The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Internal Auditors

Your Directors during the year under review appointed M/s A. Gandhi & AssociatesChartered Accountants Chandigarh (Firm Registration No.007023N) to act as the InternalAuditors of the Company for the financial year 2020-21 pursuant to section 138 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014.

Cost Auditors

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained every year.

The Board has appointed M/s. KG Goyal & Associates Cost Accountants Jaipur as theCost Auditors to conduct the audit of the cost records of the Company for the financialyear ended March 31 2021. The Cost Auditor has given the Cost Audit Report for thefinancial year ended March 31 2021 and the Cost Audit Report does not contain anyqualification reservation or adverse remark. Pursuant to Section 148 of the CompaniesAct 2013 read with The Companies (Cost Records and Audit) Amendment Rules 2014 theDirectors on the recommendation of the Audit Committee reappointed M/s. KG Goyal &Associates Cost Accountants Jaipur to audit the cost accounts of the Company for thefinancial year ending March 31 2022 on a remuneration of Rs. 50000/- plus GST & outof pocket expenses if any.

As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Member’s ratification for the remuneration payableto M/s. KG Goyal & Associates Cost Accountants Jaipur for the financial year endingMarch 31 2022 is proposed in the notice convening the Annual General Meeting.

24. PARTICULARS OF LOANS GIVEN INVESTMENTS

MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review the Company has not given any loan nor made investmentnor given guarantees under Section 186 of the Companies Act 2013.

25. RISK MANAGEMENT

The Company has established a Risk Management Framework which gives a holistic approachfor identification evaluation and mitigation of business risks and opportunities. Thisframework which includes Risk Management policy helps establish ownership throughout theorganization and embed risk management as an integral part of the business and its goalsand objectives. It helps the decision makers of the organization effectively recognize andto take account of uncertainty the nature of that uncertainty and to work towards asolution to address the same. The major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. The AuditCommittee is overseeing the risk management framework which includes the following:

• An overview of the risk management process in place;

• Key observations on the status of risk management activities during the quarterincluding any new risks identified and action taken w.r.t these risks;

• Status of effectiveness of implementation of the mitigation plan for key risks;

• List of applicable risks for the business highlighting the new risksidentified if any and the action taken w.r.t the existing and new risks;

• Root causes and mitigation plans for the Key Risk;

• Status of effectiveness of implementation of mitigation plans for the Key Risksidentified till date.

Any findings or any identification of Risks is reviewed by Audit Committee and sent tothe Board of Directors for their consideration. During the year in the opinion of theBoard there has been no identification of elements of risk that may threaten the existenceof the Company.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to operate in an economically socially and environmentallysustainable manner while recognizing the interests of its stakeholders. This commitmentis beyond statutory requirements.

Corporate Social Responsibility is therefore closely linked with the practice ofSustainable Development. Corporate Social Responsibility extends beyond philanthropicactivities and reaches out to the integration of social and business goals. The Companyhas a duly constituted CSR Committee which is responsible for fulfilling the CSRobjectives of the Company. As on March 31 2021 the Committee comprised three Directorsviz. Mr. Hemant Bharat Ram Dr Meenakshi Nayar and Mr Rakesh Goel. Mr Hemant Bharat Ram isthe Chairman of the CSR Committee.

27. CSR POLICY

The Company has in place a CSR policy which lays down its philosophy and approachtowards CSR commitment. For doing so the Company would define an annual budget selectCSR initiatives select geography work with either its own CSR team or partner withlike-minded individuals and organizations. In addition the company would utilize theskills of vast majority of Employee talents that the company has in accomplishment of itsCSR vision.

The amended CSR Policy may be accessed on the Company’s website on the linkhttp://www.dcmn vl.com/downloads/files/n5d120ad2cf 654.pdf The CSR Policy has beenformulated pursuant to the provisions of Section 135(3)(a) of the Act Schedule VII of theAct and during the financial year 2020-21 Company also amended its CSR Policy in theBoard meeting held on March 26 2021 in accordance to the amended rules there under. TheAnnual report on CSR activities for the financial year 2020-21 containing particularsspecified in Companies (CSR Policy) Rules 2014 read with amendments including an updateon the CSR initiatives taken by the Company during the year is annexed as Annexure -III and forms an integral part of this Report.

28. PARTICULARS OF EMPLOYEES AND RELATED

DISCLOSURES

Information as per Section 197(12) of the Companies Act 2013 read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended from time to time and forming part of the Directors’ Report.

i. The ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2020-21 is as under:-

Name of the Director Ratio of Remuneration of each director/to median remuneration of employees
Executive Directors
1. Mr. Hemant Bharat Ram - Managing Director 99.45
2. Dr. Vinay Bharat Ram - Whole Time Director 97.59
3. Mr. Rakesh Goel - Whole Time Director 98.78
Non-Executive Directors
1 Dr. Meenakshi Nayar
2 Mr. Bipin Maira
3 Mr. Ravi Vira Gupta Not Applicable*
4 Ms. Shahana Basu
5 Mr. Jitendra Tuli

* All the Non-Executive Directors of the Company were paid only sitting fee forattending meetings of the Board/Committees of Board of Directors. Therefore the saidratio of remuneration of each Non-Executive Director to median remuneration of theemployees of the company is not applicable.

ii. the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

A. Directors

Name of the Director % Increase in remuneration in the financial year
Non- Executive Director(s)#
1 Dr. Meenakshi Nayar NA
2. Mr. Bipin Maira NA
3. Mr. Ravi Vira Gupta NA
4. Mr. Jitendra Tuli NA
5. Ms. Shahana Basu NA

#All the Non-Executive Directors of the company were not paid any remuneration and werepaid only sitting fee for attending meetings of the Board /Committees of Board ofDirectors. Therefore the said percentage increase in remuneration of Non-ExecutiveDirector is not applicable

Name of the Director % Increase in remuneration in the financial year
Executive Director(s)##
1 Mr. Hemant Bharat Ram - Managing Director NA
2. Dr. Vinay Bharat Ram - Whole Time Director NA
3. Mr. Rakesh Goel - Whole Time Director NA

## There is no percentage increase in remuneration of Executive Directors during theyear.

B. Chief Executive Officer* Chief Financial Officer and Company Secretary

Name of the Key Managerial personnel % Increase in remuneration in the financial year
1. Mr. Sandeep Kumar Jain - Chief Financial Officer 4.99%
2. Mr. Kunal Agrawal - Company Secretary** NA
3. Mr. Mohd. Sagir - Company Secretary *** NA

* Company has no Chief Executive Officer during the Financial Year 2020-21 ** Mr. KunalAgrawal remained in service up to November 20 2020 *** Mr. Mohd Sagir was appointed w.e.fFebruary 05 2021 therefore the said percentage increase is not applicable

iii. During the financial year 2020-21 the percentage increase in the medianremuneration of employees is: 0.04%

iv. the number of permanent employees on the rolls of company as on March 31 2021 is:1861

v. Average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

The average annual percentile increases in the salaries of employees other than themanagerial personnel during the FY 2020-21 over FY 2019-20 was around 3.69%.

vi. Affirmation that the remuneration is as per the remuneration policy of the company.

The Company affirms that the remuneration is as per the remuneration policy of the Company.In terms of provisions of Section 197(12) of the Companies Act 2013 read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time a statement showing the names and other particulars ofthe top ten employees and employees drawing remuneration in excess of the limits set outin the said rules is annexed as Annexure - IV and forms an integral part of thisReport.

29. INTERNAL CONTROL SYSTEMS

Internal audit and its adequacy

The scope and authority of the internal audit function is defined in the Internal AuditCharter. To maintain independence and objectivity in its functions the internal auditfunction reports directly to the Audit Committee of the Board. At the beginning of eachfinancial year the Audit Committee of the Board evaluate the efficacy and adequacy ofthe internal control system(s) and compliance(s) robustness of internal processespolicies and accounting procedures compliance with laws and regulations.

All Internal Audit findings and control systems are regularly reviewed by the AuditCommittee of the Board of Directors which provides strategic guidance on the same.

Internal Controls over Financial Reporting

The Company’s internal financial controls are commensurate with the scale andcomplexity of its operations. The controls were tested during the year and no reportablematerial weaknesses either in their design or operations were observed. The Company hasput in place robust policies and procedures which inter alia ensure integrity inconducting its business safeguarding of its assets timely preparation of reliablefinancial information accuracy & completeness in maintaining accounting records andprevention & detection of frauds & errors.

30. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or to the Board as requiredunder Section 143(12) of the Act and the rules made thereunder.

31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report. A Certificate from a Practicing CompanySecretary regarding compliance with the conditions stipulated in the Listing Regulationsforms part of the Corporate Governance Report.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘Listing Regulations’) the Management Discussion andAnalysis Report is presented in a separate section forming part of this Annual Report.

32. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed as Annexure – V and forms partof this Report.

33. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company’s operations in the future.

34. INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

35. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond itelectronic copy of the Notice of 05th Annual General Meeting of the Company including theAnnual Report for FY 2020-21 are being sent to all Members whose e-mail addresses areregistered with the Company / Depository Participant(s).

36. APPRECIATION

Your Directors take this opportunity to thank the employees customers vendorsinvestors of the Company and the communities in which the Company operates for theirunstinted co-operation and valuable support extended during the year. Your Directors alsothank the Government of India Government of various States in India and governmentdepartments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member ofthe DCM Nouvelle family.

For and on behalf of the Board

Dr. Meenakshi Nayar

Chairperson

DIN: 06866256

Place: New Delhi

Date: June 22 2021

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