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DCM Shriram Industries Ltd.

BSE: 523369 Sector: Agri and agri inputs
NSE: DCMSRMIND ISIN Code: INE843D01019
BSE 00:00 | 18 Feb 163.80 -4.30
(-2.56%)
OPEN

164.10

HIGH

168.00

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162.00

NSE 05:30 | 01 Jan DCM Shriram Industries Ltd
OPEN 164.10
PREVIOUS CLOSE 168.10
VOLUME 8139
52-Week high 230.00
52-Week low 138.00
P/E 3.65
Mkt Cap.(Rs cr) 285
Buy Price 163.80
Buy Qty 101.00
Sell Price 163.80
Sell Qty 1000.00
OPEN 164.10
CLOSE 168.10
VOLUME 8139
52-Week high 230.00
52-Week low 138.00
P/E 3.65
Mkt Cap.(Rs cr) 285
Buy Price 163.80
Buy Qty 101.00
Sell Price 163.80
Sell Qty 1000.00

DCM Shriram Industries Ltd. (DCMSRMIND) - Director Report

Company director report

The Directors have pleasure in presenting the Annual Report and the Audited FinancialStatements of your Company for the year ended 31st March 2019 together with the Reportsof the Auditors and the Board thereon.

The year 2018-19 started on a promising note anticipating a GDP growth of 7.8% whichwas subsequently scaled down to 7.4% and finally to 7% a clear indication of a slowdown.However this achievement may appear reasonable considering the weak global economicgrowth signals owing to the slow down in US Eurozone UK and Japan. The EconomicPerformance of major emerging market economies including China Russia Brazil and SouthAfrica were also subdued. Rise in crude oil prices on account of production cut by OPECand Russia coupled with expected supply disruption owing to US sanction on Iran alsoadversely affected the world economy. The ongoing trade wars between two large economiesviz. USA and China will worsen the economic conditions further. Being the fifth largesteconomy in the world overtaking UK India is not totally isolated from the fluctuationsin the world economy.

On the positive side was the narrowing of the current account deficit high FDI inflowsduring the financial year higher foreign port-folio investments during the last quarterof 2018-19 and marginal improvement in disbursement of credit to large industries. Thesedevelopments have to some extent reduced the impact of decline in certain sectorsparticularly in mining and quarrying aviation financial sector etc.

Elections are the corner stone of any democracy. Beginning from the latter part of thelast quarter of 201819 the economic activities became subdued as policy decisions werekept in abeyance. The slowdown in revenues and profits of FMCG companies reinforced byslowing sales of automobile sector are matters to worry. However pessimism on the Indianeconomy may be misplaced. A stable Government at the Centre and cohesive Governments inthe States are a sine qua non for progress of any country. The electorate have once againreposed confidence in a stable Government at the Centre and voted back the incumbentGovernment with an overwhelming majority. It is hoped that the Government will givespecial attention to inclusive development economic growth and job creation. Agricultureis another area which is crying for special attention and will play an important role inthe rural economic growth. The freebies announced by the parties during the course ofelectioneering and the waiver of farm and other loans particularly by State Governmentsare likely to adversely impact the economy some what.

Your Company's performance during the year under review was satisfactory despite thecontinued adversities being faced by the sugar industry on account of mountinginventories higher cane arrears and lower margins because of overproduction. However theCentral and State Governments stepped in to support the industry by promoting exportscreating buffer stock fixing minimum selling price of sugar providing soft loans withinterest subvention etc. These measures ameliorated the difficulties faced by theIndustry some what.

Financial Summary

The Company achieved a turnover of Rs.1707 cr. against Rs. 1742 cr. in the previousyear. The gross profit at Rs.111.19 cr. against Rs. 87.96 cr. in the previous year ishigher by 26.41%. The net profit was Rs.73.58 cr. compared to Rs. 57.56 cr. in theprevious year an increase of 27.83%.

Appropriation and Dividend

The Board of Directors is happy to recommend a dividend of Rs.6.00 (60%) per equityshare of Rs.10 for the year ended 31.3.2019. The payout of dividend for the year underreview inclusive of corporate tax on dividend distribution is Rs.12.58 cr.

An amount of Rs.272.08 cr which includes Rs.207.7 cr. brought forward from theprevious year reduced by Rs.8.39 cr towards dividend and tax paid during the year2018-19 is being carried forward as surplus in the statement of Profit & Loss.

Auditors' Report

There are no qualifications reservation or adverse remarks or disclaimer in theAuditors' Report to the Members on the Annual Financial Statements for the year ended31.3.2019.

The Auditors have not reported any fraud under Section 143(12) of the Companies Act2013.

Secretarial Audit Report

M/s. Chandrasekaran Associates Company Secretaries carried out the Secretarial Auditfor the year 201819 pursuant to Section 204 of the Companies Act 2013. A copy of theirReport in Form MR-3 as per Rule 9

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure - 1. There is no qualification in the Report.

THE STATE OF COMPANY'S AFFAIRS

Sugar

During the year Daurala Sugar Works produced 2.25 Lakh MT of sugar by crushing 19.93Lakh MT of cane as against 2.29 Lakh MT of sugar by crushing 21.05 Lakh MT in the previousyear. Though the cane crush was lower by 5% sugar production was broadly the same due tobetter sugar recovery of 11.3% for the year against 10.9% last year. Continued effortsmade by the factory to identify and propagate high sucrose cane varieties in closecoordination with the farmers has led to positive results over the last few Sugar Seasons.

Supply of power to the grid and sale of Renewable Energy Certificates (RECs) were asplanned.

Sugar prices at the start of financial year 2018-19 were ruling around Rs. 3100 perqtl. but fell sharply to below Rs. 2600 per qtl. during April / May 2018 because ofrecord domestic production of 32.4 Million MT during Sugar Season 2017-18 against domesticconsumption of 26 Million MT. This increase of 60% over the last Season also led tostorage & liquidity problems and an accumulation of cane dues. The Governmentannounced the following steps to support sugar prices and provide relief to SugarIndustry: -

- Fixed minimum ex-mill price for Sugar at Rs.2900 per qtl. w.e.f. June 2018 whichwas subsequently increased to Rs.3100 per qtl. w.e.f. February 2019.

- Reintroduced release mechanism to regulate domestic sugar supply.

- Created buffer stock of 3 Million MT.

- Mandated export of 5 Million MT under Minimum Indicative Export Quantity (MIEQ) formills during Sugar Season 2018-19. To off-set the loss against the same followingincentives were announced:

• Cane price incentive of Rs. 13.88 per qtl. of cane crushed to be paid to canefarmers during Sugar Season 2018-19.

• Transportation / fobbing subsidy on exports ranging from Rs. 1000 per MT to Rs.3000 per MT depending on Mill's distance from the nearest Port.

- The Uttar Pradesh Government had announced cane incentive of Rs.4.50 per qtl. of canecrushed during Sugar Season 2017-18.

- State Advised Price of cane was kept unchanged at Rs.315 per qtl. for generalvariety.

The above steps helped the sugar prices to stabilize above Rs.3100 per qtl. which isstill below the cost of production.

Additionally to facilitate payment of cane dues the Central and the State Governmentsfacilitated some loans on concessional terms.

International white sugar prices started the year at a low level of around US$ 325 perMT rose to US$ 350 MT in May 2018 because of drought in some parts of Brazil as well asdiversion of cane for ethanol production due to increase in crude oil prices. Thereafterthey have stabilized around US$ 340 per MT.

Alcohol operations continue to show improved performance. During financial year2018-19 alcohol production at 202.6 Lakh BL was the highest in the last ten years withthe successful installation and commissioning of a Multi Pressure Distillation Plant.Currently our distillery operations have to be stopped / curtailed during monsoon period(July - September) as per Central Pollution Control Board (CPCB) Regulations. We areinstalling a Concentration & Incineration Plant which would enable the Plant tooperate during the monsoon period after it is commissioned. This is an efficient method oftreating distillery effluent and will generate additional power. On successfulcommissioning of the Incineration Boiler the effective alcohol production capacity willincrease.

Alcohol prices continue to be stable with Oil Marketing Companies (OMCs) announcingbetter prices for Absolute Alcohol for Season 2018-19. The Unit is making constant effortsto maximize Absolute Alcohol production and most of our alcohol production has beentied-up for supply to OMCs.

Bottling operations continue to show improved performance and the Company hassuccessfully augmented its bottling capacity in two phases by 36% during the year.

The Unit continued to post satisfactory results because of better performance bydistillery although sugar incurred losses because of low sugar prices. To reduce relianceon sugar constant efforts are being made to enhance power alcohol and bottlingcapacities. This has helped in stabilizing the bottom line despite low sugar prices.Continued efforts being made to increase productivity and efficiency to achieve highgrowth for the benefit of all stakeholders.

Rayon

Shriram Rayons maintained its growth in turnover and export sales achieving thehighest ever export sales for the third consecutive year.

Debottlenecking enabled the Unit to achieve both highest production and higherproductivity during the year. The textile conversion and dipping unit capacity utilizationwas also highest ever during the year.

To meet additional market requirement in coming years the Unit has initiatedimplementation of a capacity expansion project.

In spite of increase in prices of various inputs the Unit improved its operatingmargins with increase in export realization and favourable exchange rate.

The Unit manufactures Nylon Chafer Fabric which was mainly sold to local tyrecompanies. The Unit has achieved breakthrough in exporting the product in the last twoyears. The overall sale was low due to lower off take by the customers on account of lowerautomobile production.

The Power House upgradation project consisting of one agro-fuel boiler and anextraction cum condensing turbine was operationalized during the year. The project willhelp in reducing energy cost and also meet additional power and steam requirement forcapacity expansion.

A 1 MW Solar Power Plant was installed and operationalized last year. Steps have beeninitiated to install one more solar power plant of 1 MW.

The Unit received awards for Productivity Best Employer and Best Workman during theyear.

The Unit received commendation and appreciation for CSR activities and sustainabledevelopment from an international organization - ECOVADIS (based on International CSRstandards including Global Reporting Initiative the United Nations Global Compact andthe ISO 26000.)

The effluent and emission control facilities were upgraded and compliance monitored onreal time basis. Chemicals

Overall the prospects for the Chemicals business continue to look stable.

The up-swing in the prospects of chemicals business arising out of pressure on ChineseCompanies on environment related matters continued though this pressure eased somewhattowards year end. Consequently International prices of our main products improved.

The Company continued its focus on optimizing processes and costs and exploringpossibilities of developing new products through its active R&D efforts. The Companyalso took steps for increasing capacities of existing products wherever opportunitiespresented themselves.

Engineering Projects

The Company's exploratory efforts to venture into defense equipment manufacturing isgoing on. It has received industrial licenses for manufacture of Light Bullet ProofVehicles Unmanned Aerial Vehicles communication equipment etc. Progressing of theseprojects will depend on the Company's success in obtaining orders from the armed/paramilitary forces.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial yearto which the financial statements relate and the date of this Report affecting thefinancial position of the Company.

Subsidiary/ Associate Companies

The Company has a non-material wholly owned subsidiary Daurala Foods & BeveragesPvt. Ltd. which is not carrying on any operations presently. DCM Hyundai Limited is anassociate company. The required information with regard to the performance and financialposition of the subsidiary and associate companies are annexed in Form AOC - I as annexureto the Annual Financial Statements for the year ended 31.3.2019. There has been no changein relationship of subsidiary/ associate companies during the year.

Annual Return

A copy of Form MGT-9 which is an extract of Annual Return for the year 2018-19 isavailable at the Company's web link:http://www.dcmsr.com/other_files/YR5/Annual%20Report/mgt9.pdf.

BOARD MEETINGS AND DIRECTORS

Meetings of the Board

During the year 2018-19 five Board meetings were held. The dates of the meetingsattendance etc. are given in the Corporate Governance Report annexed hereto.

Declaration u/s 149(6) of the Act

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Act andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 confirming that they meet the criteria of independence as laid downunder the said Section/ Regulation.

The Directors of the Company have also confirmed that they were not disqualified to beappointed as Directors as per Section 164(2) of the Companies Act 2013 and they have notbeen debarred by SEBI to hold an office of Director.

Familiarization Programme for Independent Directors

Except Shri Sanjay C. Kirloskar other Independent Directors of the Company have beenon the Board for over 4 years and are fully familiar with its operations. As such noseparate familiarization programme was organized during the year. Shri Sanjay C.Kirloskar who joined the Board on 01.09.2018 will be visiting the Company's Units atDaurala and Kota to familiarize himself with the operations.

The Directors are also kept updated with information on the Company the industry anddevelopments in different segments in which the Company operates at the Board meetingswhile reviewing the operations quarterly/annual financial results and considering thebudgets.

A familiarization programme for IDs laid down by the Board has been posted on theCompany's weblink -http://www.dcmsr.com/other_files/Familiarization%20Programme%20for%20Independent%20Directors.pdf

Policy on Board Diversity

The Board of Directors in its meeting held on 30.5.2016 has approved a Policy on BoardDiversity laid down by the Nomination & Remuneration Committee (NRC) as requiredunder the SEBI (LODR) Regulations 2015. A copy of the same has been posted on theCompany's weblink - http://www.dcmsr.com/other_files/ Policy-BoardDiversity.pdf

Directors Appointment and Remuneration

Appointment of directors on the Board of the Company is based on the recommendations ofthe Nomination & Remuneration Committee. NRC identifies and recommends to the Boardpersons for appointment on the Board after considering the necessary and desirablecompetencies. NRC also takes into account positive attributes like integrity maturityjudgement leadership position time and willingness financial acumen managementexperience and knowledge in one or more fields of finance law management salesmarketing administration research etc.

In case of Independent Directors they should fulfill the criteria of independence asper the Act and Regulation 25 of the SEBI (LODR) Regulations 2015 in addition to thegeneral criteria stated above. It is ensured that a person to be appointed as director hasnot suffered any disqualification under the Act or any other law to hold such an office.There has been no change in the composition of the Board for the last 3 years exceptinduction of Shri Sanjay C. Kirloskar as an Independent Director w.e.f. 01.09.2018.

The directors of the Company are paid remuneration as per the Remuneration Policy ofthe Company the gist of which is given under the heading 'Remuneration Policy' as part ofthe Report. The details of remuneration paid to the directors during the year 2018-19 aregiven in Form MGT-9 annexed hereto and also in the Corporate Governance Report formingpart of this Report.

Changes in Directors or KMP

On the recommendation of Nomination and Remuneration Committee of the Board ShriSanjay Chandrakant Kirloskar (DIN 00007885) was appointed on the Board as an IndependentDirector w.e.f. 1.9.2018 for a term of 5 years as per Section 149 of the Companies Act2013. His appointment has been approved by the shareholders on 26.12.2018 through PostalBallot process. He is the Chairman and Managing Director of Kirloskar Brothers Limited.

Shri P.R. Khanna Shri S.B. Mathur Shri Ravinder Narain and Shri S.C. KumarIndependent Directors whose term ended on 31.3.2019 have been reappointed for furtherterm of 5 years from 1.4.2019. Their reappointments have been approved by the shareholdersas required under 149(10) of the Companies Act 2013 through Postal Ballot process. YourDirectors are happy that the Company would continue to have the benefit of their guidanceand expertise.

In compliance with the requirement of separation of the office of Chairman and ManagingDirector under Section 203 of the Companies Act 2013 the Board of Directors appointedShri S.B. Mathur an Independent Director as the Chairman of the Board w.e.f. 01.10.2018and designated Shri Tilak Dhar as Sr. Managing Director and Shri Alok B. Shriram as Jt.Managing Director with effect from 01.10.2018.

The Board on the recommendation of the Nomination & Remuneration Committee hasdecided to recommend to the shareholders at the ensuing Annual General Meetingreappointment of Ms. V. Kavitha Dutt (DIN 00139274) whose current term as IndependentDirector expires on 01.02.2020 for a further term of 5 years. A proposal in this regardis being included in the AGM Notice for consideration of the shareholders.

Shri C. Vikas Rao (DIN 06900458) who was appointed as an Independent Director for aterm of 5 years from 14.08.2014 has resigned from the Board as Independent Director as hehas been nominated by Life Insurance Corporation of India as its Nominee on the Boardpursuant to Section 6A of the Life Insurance Corporation Act 1956. The Board acceptedShri C. Vikas Rao's resignation from the close of 27.05.2019 and co-opted him as anAdditional Director pursuant to Section 161 of the Companies Act 2013 as a Nominee ofLIC. Shri C. Vikas Rao will hold office as Additional Director till the ensuing AGM on13.08.2019. A proposal for his regular appointment as a Nominee Director on the Board isbeing placed before the shareholders for approval.

There has been no change in the Key Managerial Personnel during the year.

Annual Evaluation of Board and Directors

As required under the Act and the SEBI (LODR) Regulations 2015 evaluation of theperformance of the IDs Board Executive Directors the Chairman and the Committees duringthe year 2018-19 was carried out by the Board of Directors based on the criteria laid downby the NRC. A copy of the 'criteria' is annexed as Annexure 2 hereto.

Based on the criteria the Board reviewed the performance of the Board its Committeesand individual Directors. It was observed that the Board continued to adhere to thehighest standards in all areas evaluated and the performance was constructive and met thetest of objectivity in achieving the goals of the Company. The Board appreciated theefforts of the Executive Directors in achieving good results. It was also noted that theCommittees carried out their functions keeping in view the requirements mandated under theCompanies Act/ SEBI (LODR) Regulations pursuant to which they were constitutedeffectively. The Board appreciated that the Independent Directors individually andcollectively functioned constructively to the best interest of and beneficial to theCompany and stakeholders. The IDs adhered to the Code of Independence as per Schedule IVof the Act and to the restriction with regard to pecuniary relationship with the Companyduring the period under evaluation. The Board also noted that Shri Tilak Dhar and ShriS.B. Mathur carried out their functions during their respective tenures as Chairman withutmost responsibility open mind decisiveness and transparency.

The IDs in a separate meeting reviewed and evaluated the performance of non-IndependentDirectors the Board as a whole the Board Committees and the performance of the Chairmanof the Company taking into account the views of Executive Directors based on the criterialaid down by the NRC.

The IDs also reviewed the quality quantity and timeliness of flow of informationbetween the Company management and the Board which are necessary for the Board toeffectively and reasonably perform its duties.

The performance evaluation by the Board and the Independent Directors as in theprevious year did not call for any follow up action.

Directors' Responsibility Statement

As required under Section 134(3)(c) of the Act 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 judgements 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 or 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 this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls

A comprehensive and effective internal financial control system is followed by theCompany at all its establishments. This is further strengthened by an internal auditprocess under the overall supervision of the Audit Committee of the Board. The servicesfor the internal audit are outsourced. Qualified and experienced professionals are engagedto ensure effective and independent evaluation of inter alia the internal financialcontrols.

The Audit Committee lays down the schedule for internal audit. Internal audit reportsare placed before the Committee with management comments. Suggestions are implemented andreported to the Audit Committee.

Apart from the above an effective budgeting and monitoring system is also in place.Budgets are reviewed by Audit Committee and approved by the Board. The operating resultsare compared and monitored with the approved budgets periodically. An Executive Committeecomprising of senior management team meets every month reviews all aspects of operationsand chalks out remedial measures and strategies wherever necessary.

An effective communication/ reporting system operates between the Units Divisions andCorporate Office to keep various establishments abreast of regulatory changes and ensurecompliances.

Loans Guarantees and Investments

The particulars of loans given by the Company are given in Note no. 16 of theStandalone Financial Statements for the year ended 31.3.2019.

The Company has not made any investment or provided any guarantee covered u/s 186 ofthe Companies Act 2013 during the year except surplus funds placed in liquid funds ofMutual funds on short term basis.

Related Party Transactions

There has been no materially significant related party transaction between the Companyand the Directors Key Management Personnel the subsidiary or the relatives except forthose disclosed in the financial statements - Note No.45 of Notes to Accounts which areat arms length basis and not material. Accordingly Form AOC -2 does not form part of theReport.

The Board had framed a Policy on Related Party Transactions and placed the same on theCompany's weblink: http://www.dcmsr.com/other_files/related%20party%20trx%20policy.pdf.

CSR Activities

Pursuant to Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 a report in the prescribed proforma is annexed -Annexure 3. The Company has spent Rs.172 lakh on CSR activities during the year asrequired under the above Section of the Act.

Risk Management

The Board of Directors in its meeting held on 30.01.2006 undertook a comprehensivereview of the risk assessment and minimization procedures/ policies followed by theCompany at its various operations. While taking note of the same the Board laid down thata half yearly status report of the risk assessment and steps taken to minimize the risksbe placed before the Board. Such a report in respect of all the operations of the companyis regularly placed before the Board and suggestions if any are implemented.

In view of the diversified business there are no significant element of risk which inthe opinion of the Board may threaten the existence of the Company.

The Board of Directors while reviewing the existing risk assessment procedures laiddown a Risk Management Policy as required under Regulation 17 of SEBI (LODR) Regulations2015.

Public Deposits

Details relating to deposits covered under Chapter V of the Act.

(Rs./lakh)
i) Accepted during the year : Nil
ii) Remained unpaid or unclaimed as at the : end of the year 2.00
iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved :
a) at the beginning of the year } b) maximum during the year } c) at the end of the year } Nil
iv) The details of deposits which are not in } compliance with the requirement of } Chapter V of the Act. } Nil

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators Courts or Tribunals duringthe year impacting the going concern status and Company's operations in future.

Extract of the Annual Return

Extract of the Annual Return for the year 2018-19 in Form MGT-9 is annexed - Annexure4.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The required information as per Rule 8 (3) A B & C of Companies (Accounts) Rules2014 is annexed - Annexure 5.

REMUNERATION POLICY

The Board of Directors in its meeting held on 14.8.2014 had laid down a RemunerationPolicy as recommended by the Nomination & Remuneration Committee relating toremuneration of the Directors Key Managerial Personnel (KMP) Sr. Management Personnel(SMP) and other employees of the Company. The Remuneration Policy is in accordance withSection 178 of the Act and the Rules made there under. The Remuneration Policy is postedon the Company's weblink http://www.dcmsr.com/other_files/ remuneration%20policy.pdf . Thesalient features of the Policy are given below:

i. Guiding principle

The guiding principle of the Policy is that the remuneration and other terms ofemployment should effectively help in attracting and retaining committed and competentpersonnel. The remuneration packages are designed keeping in view industry practices andcost of living.

ii. Directors

Non-executive directors are paid remuneration in the form of sitting fees for attendingBoard/ Committee meetings as fixed by the Board from time to time subject to statutoryprovisions. Presently sitting fee is Rs.50000 per Board meeting and Rs.25000 perCommittee meeting. In addition Non-executive Directors are to be paid commission onprofits of up to 1% of the net profit of the Company computed in the manner laid down u/s198 of the Companies Act 2013 in such amount and proportion as may be decided by theBoard of Directors.

Remuneration of Executive Directors (Whole-time Directors) including ManagingDirector(s) is fixed by the Board of Directors on the recommendation of the NRC subjectto the approval of the shareholders. The NRC while recommending the remuneration takesinto account pay and employment conditions in the industry merit and seniority of theperson and paying capacity of the Company. The remuneration which comprises of salaryperquisites performance based reward/profit based commission and retirement benefits asper Company Rules is subject to the limits laid down under the Companies Act 2013.

iii. Key Managerial Personnel and Sr. Management Personnel

Appointment and cessation of service of Key Managerial Personnel are subject to theapproval of the NRC and Board of Directors. Remuneration of Key and Sr. ManagementPersonnel is approved by Senior Managing Director on the recommendation of the concernedExecutive Director keeping in view the Remuneration Policy.

iv. Other employees

The remuneration of other employees is fixed from time to time by the Management as perthe guiding principle laid down in the Remuneration Policy and considering industrystandards and cost of living. In addition to salary they are also provided perquisitesand retirement benefits as per schemes of the Company and statutory requirements whereapplicable.

Managerial Remuneration

The information required as per Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 pertaining to remuneration of Directors KMP andcomparisons are annexed - Annexure 6. It is affirmed that the remuneration is as per theRemuneration Policy of the Company.

Statement of particulars of the top ten employees in terms of remuneration includingemployees who were in receipt of remuneration which was not less than Rs.102 lakh or moreper annum in aggregate during the year 2018-19 is annexed - Annexure 7.

Audit Committee

The Audit Committee presently comprises of three IDs and one Executive Director. ShriP.R. Khanna is the Chairman and Shri S.B. Mathur Shri S.C. Kumar all IDs and Shri K.N.Rao Director & CEO (Rayons) are Members. There was no instance of the Board notaccepting the recommendation of the Audit Committee.

Vigil Mechanism

Pursuant to Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations 2015the Board of Directors on the recommendation of the Audit Committee adopted a VigilMechanism (Whistle Blower Policy). The Policy has been revised by the Board in its meetingheld on 27.5.2019 to incorporate the requirements of SEBI (Prohibition of Insider Trading)Regulations 2015. The revised Policy is being circulated among the employees and alsobeing put on the weblink of the Company: http://www.dcmsr.com/other_files/whistleblower%20policy.pdf.

The Policy provides a channel to the employees to report to the management concernsabout unethical behavior actual or suspected fraud or violation of the code of conduct orpolicies. The mechanism provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in exceptional cases.

Share Capital

During the year the Company has not issued any share capital with differential votingrights sweat equity or ESOP nor provided any money to the employees or trusts forpurchase of its own shares.

The Company has not made any public offer of shares during the year.

Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 the shareholders in their meetingheld on 22.8.2017 had appointed M/s. B S R & Co. LLP Chartered Accountants (FirmRegistration No.101248W/W100022) Gurugram as statutory auditors for holding office fromthe conclusion of the said AGM till the conclusion of the AGM to be held in the year 2022on the recommendation of the Audit Committee and the Board of Directors.

Cost Auditors

M/s Ramanath Iyer & Co. Cost Accountants (Regn No.13848) 808 Pearls BusinessPark Netaji Subhash Place Pitampura Delhi - 110034 who were appointed as Cost Auditorsof the Company for the year 2017-18 submitted the Cost Audit report due for filing on orbefore 11.09.2018 to the Central Government on 22.8.2018. They have been reappointed asCost Auditors for the year 2019-20. A resolution for ratification of their remunerationfor the year 2019-20 as required under the Companies Act 2013 forms part of the Noticeconvening the AGM.

The Company maintains Cost records as specified by the Central Govt. under sub- section(1) of section 148 of the Companies Act 2013.

Corporate Governance

Reports on Corporate Governance and Management Discussion & Analysis are annexed -Annexure 8. Anti-Sexual Harassment Policy

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013" the Company constituted Internal Complaints Committees atall its workplaces. There has not been any instance of complaint reported in this regardto any of the Committees.

The Company periodically review and submit a status report annually to the CompetentAuthority under Section 22 of the said Act.

Acknowledgment

The Directors acknowledge the continued co-operation and support received from thebanks and various government agencies and all our business associates.

The Directors also place on record their appreciation of the contribution made byemployees at all levels.

For and on behalf of the Board

(Alok B. Shriram) (Tilak Dhar)
New Delhi DIN: 00203808 DIN: 00204912
May 27 2019 Jt. Managing Director Sr. Managing Director