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DCM Shriram Industries Ltd.

BSE: 523369 Sector: Agri and agri inputs
NSE: DCMSRIND ISIN Code: INE843D01027
BSE 11:51 | 08 Dec 73.55 0.30
(0.41%)
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73.15

HIGH

73.80

LOW

73.15

NSE 11:39 | 08 Dec 73.30 -0.05
(-0.07%)
OPEN

73.80

HIGH

73.80

LOW

73.25

OPEN 73.15
PREVIOUS CLOSE 73.25
VOLUME 10289
52-Week high 125.80
52-Week low 69.00
P/E 11.11
Mkt Cap.(Rs cr) 640
Buy Price 73.30
Buy Qty 2.00
Sell Price 73.50
Sell Qty 68.00
OPEN 73.15
CLOSE 73.25
VOLUME 10289
52-Week high 125.80
52-Week low 69.00
P/E 11.11
Mkt Cap.(Rs cr) 640
Buy Price 73.30
Buy Qty 2.00
Sell Price 73.50
Sell Qty 68.00

DCM Shriram Industries Ltd. (DCMSRIND) - Director Report

Company director report

The Directors have pleasure in presenting the Annual Report and theAudited Financial Statements of your Company for the year ended 31st March 2022 togetherwith the Reports of the Auditors and the Board of Directors thereon.

Pandemic inflation and state of the economy

The previous two years witnessed the most traumatic time humanity haspassed through in a century due to the unprecedented pandemic Covid-19. Untold misery andloss of life had taken place world-over. The first wave started in the last part of year2019-20 wrecked more havoc to the economy because of unplanned forced shutdowns. Thesecond wave was more ferocious and fatal but less harsh on economy. The world witnessed athird wave of covid in the form of ‘Omicron?. However the severity of Omicronwas comparatively lower and it abated much faster than the other two waves. Covidcontinues to affect life in several parts of the world but it appears previous experiencetaught people to live with it. The threat continues and everyone needs to keep protocolsin place.

Intense research and experiments undertaken by pharmaceutical companiesin different countries in search of effective vaccines to contain the pandemic werehistoric and India stood out in bringing out vaccines to combat the spread of the virus.Over the course of a year India delivered 157 cr doses that covered 91 cr people with atleast one dose and 66 cr with both doses. The precautionary vaccination process 3rd doseand vaccination for the children of different age groups continue to gather pace. Indiahas the distinction of not only the largest producer of vaccines but also in supplyingvaccines as aid to many countries. Our Country is rightly referred as the pharmacy of theworld.

The last two years have been difficult for the world economy due to thepandemic. Frequent waves of infection supply chain disruption and recently inflationhave created challenging situations for policy making. The last union budget emphasized oninfrastructure and creation of capital with the aim that the steps will result in creationof more jobs and will give impetus to overall growth of the economy. Exports of both goodsand services have witnessed exceptional growth in the recent past and imports alsorecovered strongly with recovery in domestic demand as well as higher internationalcommodity prices.

While the economy was moving towards faster recovery a war broke outin the Black Sea area between a superpower and its small neighbour. Though the world knowsthat war only results in destruction and human sufferings and never a solution for anydispute the Comity of Nations and the institutions created to maintain internationalpeace remained mute spectators. The ongoing war and the sanctions imposed by and on NATOcountries only further adversely affected the world economy. It is hoped that better sensewill prevail and the war will end sooner than later.

RBI in its first Monetary Policy Committee meeting in April 2022 scaleddown growth rate projections from 7.8% to 7.2% while retaining the Repo rate at 4%.However with the spiraling inflation the Central Bank had to review its April decisionand revise the Repo rate to 4.40% from 4% and the CRR hiked to 4.5% from 4%. This revisionin Repo rate will have a cascading effect on interest rates at which the banks lend andon the deposits accepted by the banks. In fact many banks have already embraced thePolicy change. The greatest worry is spiraling inflation which breached the comfort levelof 4% in January and has reached 7.8% in April. WPI inflation reached at a record high of15.08% in April 2022. These have pulled down the rupee to an all-time low of Rs.77.80against USD. The situation will compel RBI to shift its focus from economic growth tocontaining inflation and resultant price rise. The growth projections are bound to bescaled down further in view of the developing situation in the inflation and price fronts.A redeeming feature is the buoyancy in tax collections which will give the Governmentsome comfort.

It is a matter of satisfaction that despite the adversities posed bythe pandemic the Company?s operations continued during the year without anydisruption. The Company took all possible steps to safeguard the health of the employeesat all levels ensuring that the employees adhere to covid appropriate behavior undergovaccinations and by sanitization of areas surrounding our workplaces.

Financial Summary

The Company achieved a turnover of Rs.2146 cr. against Rs.1960 cr. inthe previous year. The gross profit at Rs.124.75 cr. against Rs.129.15 cr. in the previousyear is lower by 3.4%. The net profit was Rs.65.74 cr. compared to Rs.65.89 cr. in theprevious year.

Appropriation and Dividend

The Board of Directors has recommended a final dividend of Re.0.50(25%) per equity share of Rs.2 for the year 2021-22. Taking into account the interimdividend of Re.1.00 (50%) per equity share of Rs.2 for the year 2021-22 paid in March2022 the total dividend for the year amounts to Rs.13.05 cr. (75%) per equity share ofRs.2.

The closing balance of the retained earnings of the Company afteraccounting for the interim dividend for the year 2021-22 amounting to Rs.454.14 cr wascarried forward in the P & L Account which include the net profit of Rs.65.73 cr. forthe year under review.

Auditors? Report

There are no qualifications reservation or adverse remarks ordisclaimer in the Auditors? Reports to the Members on the Annual Financial Statementsfor the year ended on 31.03.2022.

The Auditors have not reported any fraud pursuant to Section 143(12) ofthe Companies Act 2013.

Secretarial Audit Report

M/s. Chandrasekaran Associates Company Secretaries carried out theSecretarial Audit for the year 202122 pursuant to Section 204 of the Companies Act 2013.A copy of their Report in Form MR-3 as per Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - 1. There is noqualification in the Report.

THE STATE OF COMPANY?S AFFAIRS

Sugar

The global sugar market attained a consumption volume of about 175million tons in 2020. The market is expected to grow at a Compound Annual Growth Rate(CAGR) of 1% in the forecast period of 2022-27 to reach a volume of 186 million tons by2026.

India has been producing more sugar than its domestic consumption forlast several years. As per the latest estimates India is expected to produce around 36.00million tons of sugar in the current season 2021-22 (October 2021 - September 2022) asagainst estimated domestic consumption of 27.00 million tons.

The upward movement in global sugar prices has continued in the ongoingseason 2021-22 and the Indian exports too have boomed despite no export subsidy from theGovernment so far. Estimated y-o-y lower output in Brazil by almost 6 million tons toaround 36 million tons during the sugar season 2021-22 (April-March) due to dry conditionsand frosts primarily triggered the spurt in prices. This rise in international prices havemade Indian sugar globally competitive. The revised estimates of exports is about 90million tons.

The measures initiated by the Government in the last 3-4 years havehelped the sugar industry to gradually overcome the high inventory condition faced by it.The measures included incentives for export higher admixing of ethanol with petrol anddiversion of more molasses/ cane juice for production of ethanol. The industry has come along way from the vagaries of low sugar price and high inventory situation. However evenwith the above measures sugar prices in India are expected to remain at current levels inthe medium term as closing stock of the commodity is expected to remain at around 9million tons for the current season (October 21 to September 22) due to higher production.Further initiatives from the Government coupled with expected higher sugar exports infuture will be the key factors in lowering the Country?s sugar inventory and therebyreducing the supply glut.

Exports have increased from 3.8 million tons in 2018-19 to 7.2 milliontons in 2020-21 and is expected to go up further in the current season 2021-22. Theinternational price of sugar is showing an upward trend and presently hovering around US$520 per MT. This position should help in firming up domestic prices.

During the year the Unit has changed the process of production of sugarfrom Sulphitation to Defco Remelt Phosphofloatation (DRP) which has resulted in productionof sugar of international standards with improved efficiencies.

Daurala Sugar Works (DSW) produced 2.195 lakh MT sugar by crushing20.79 Lakh MT cane as against 2.5 lakh MT sugar by crushing 24.05 lakh MT cane last year.The sugar recovery is 10.55% after diversion of the sugar to B-Heavy molasses as against10.39% last year. However sugar recovery in absolute term will remain higher in this yearas the recovery is higher and after the change in the process and efficiencies have alsoimproved.

Due to better international price and the Unit?s capability ofproduction of sugar as per international standard with new technologies till 31st MarchDSW has contracted 0.976 lakh MT sugar for export without any Government subsidy. This isalmost 45% of the total sugar production.

The sugar price realization improved after November 2021 with thechange in production process. However the domestic price is still below Rs.3600 per qtl.The Unit?s average export price is Rs.3613 per qtl. Thus with higher export therealization from sugar has increased appreciably.

During the year the distillery capacity has been expanded from 150 KLPDto 215 KLPD which has become operational in the first week of December 2021. This willhelp the Company to enhance its production of ethanol and improve the margins. The Unitproduced 31176 KL of alcohol. Production capacity of ethanol has also been enhanced to 155KLPD from 85 KLPD. Ethanol production in the year was highest ever. It is encouraging thatthe Government is envisaging to achieve 20% blending of ethanol with petrol by 2025.

This year diversion to B-Heavy molasses was increased to 63% asagainst last year?s 24%. This will help in increasing production of ethanol forsupply to OMCs and result in better margins.

Keeping in view the revised molasses Policy of the State Governmentthe Unit started bottling country liquor in November 2020 and it is expected to utilizearound 60% of the Unit?s levy molasses in bottling of country liquor brands in thesugar season 2021-22 which may go up to 80% in the subsequent season.

REC trading which was pending for last 18 months has been revived thisyear and the REC stock has been liquidated by trading.

Sanitizer business started in 2020 continued fluctuating with thewaves of the pandemic. The demand was robust when the pandemic was at the peak anddiminished when it abated. However with higher level of health consciousness among publicafter the pandemic the demand for the product is expected to remain though in a subduedmanner.

Rayon

Shriram Rayons achieved highest ever production during the year withincrease in capacity utilisation. The Unit was able to run operations uninterrupted duringthe second and third wave of Covid 19 pandemic with preventive measures in place.

The export volumes suffered in previous two years due to recessionaryeconomic conditions followed by Covid-19 pandemic. However with opening up of the marketafter lockdown the offtake by the customers normalised. The Unit achieved highest eversales turnover during the year with increase in sales volume coupled with improvedrealisation.

Due to adverse global demand supply situation there was steep increasein prices of raw materials chemicals and logistic cost during the year. However the Unitwas able to pass through the cost increase with higher capacity utilisation better salesrealisation and various cost reduction measures.

The Unit has implemented a project for capacity expansion of Rayon in aphased manner. The project was delayed due poor market conditions lockdown andrestrictions on movement as a result of the spread of Covid 19.

The Unit also manufactures Nylon Chafer fabric which is sold mainly todomestic tyre companies and Carbon Disulphide for captive consumption and sale in domesticmarket. The Unit achieved higher sales in these products during the year. The operatingmargins were also improved with better realisation despite steep increase in input prices.

Capability to use agro fuels cogeneration facilities and solar powercapacity of 2.15 MW has helped the Unit in controlling the energy cost despite increase inprices of fossil fuels. However this is likely to increase further. More energyconservation measures are being adopted.

The Unit continued receiving appreciation and awards from variousforums for productivity highest export in the segment occupational health & safetymanagement. The Employers Association of Rajasthan awarded the best employer award to theUnit.

Shriram Rayons continues to maintain quality and standards of itsmanagement systems and was recognised for the same viz. Quality (ISO-9001:2015)Environment (ISO-14001:2015) and Occupational Health and Safety Management Systems(ISO-45001-2018). The Unit participated in assessment of CSR and sustainability byindependent international bodies namely ECOVADIS and CDP (Carbon Disclosure Project).

The effluent and emission control facilities with real time monitoringare maintained and continuously upgraded to comply with the norms.

Chemicals

Despite adversities chemical business of the Company maintainedmomentum at last year?s level. The business came under pressure due to volatile rawmaterial costs and increased ocean freight. The pharma intermediate portfolio wasparticularly strained on account of lower antibiotic demand due to covid-19 which lead toreduced elective surgeries and a drop in general infections because of prolongedlockdowns masking and social distancing. Shutdowns in China also meant there were loweravailability of inputs across the chemical industry supply chain. The geopoliticalsituation and high energy costs impacted the viability of our customer products leadingto reduced exports.

The Business worked to counterbalance these factors by optimizingproduct mix capacities and increasing raw material/ energy efficiencies. Parallellythere was an increased focus on realizations in the agrochemical fragrances and paint/dye sectors. Despite significant headwinds the Business managed to close near to lastyear?s revenues.

Engineering Projects

The Company?s foray into Defence equipment manufacturing is stillin a nascent stage.

The Company has made progress in the Armoured Vehicle vertical. Thenon-compliances pointed out by ARAI Pune have been removed and ARAI has granted the TypeApproval Certificate in August 2021. The Company is only the second entity to receive theType Approval Certificate for Light Bullet Proof Vehicle (LBPV). The approval allows theCompany to sell the vehicle to paramilitary forces and state police forces. Accordinglythe LBPVs assembled by the Company are being provided to the Defence Forces and StatePolice Forces for No Cost No Commitment trials. The LBPVs have performed commendably inall the trials.

Ford India Pvt Ltd which was the Company?s basic platformsupplier decided to exit and close down India manufacturing operations giving a smallsetback to the project. However the Company is in discussion with Ford Motor Companyregarding the supply of the Vehicle Kits from Thailand. Concurrently the Company is alsoengaged in talks with other Indian engine and transmission manufacturers for a differentsolution/ new class of Armoured Vehicles.

During the year the Company has formalized the arrangements with theZyrone Dynamics (ZD) a Turkish Company engaged in developing technology for drones byentering into a Share Subscription and Shareholders? Agreement in August 2021. Asper the Agreement the Company will take up 30% of the share capital in ZD for a totalvalue of US $ 1.05 million in five tranches. Two tranches totaling US $241068 representing5878 shares (8.92%) have already been subscribed. ZD will extend technological support tothe Company in developing different types of drones in India.

Defence related projects have long gestation periods and are subject tostringent regulatory clearances. Because of these the projects take longer period forgeneration of revenue. The Company?s efforts are to see that the projects in hand goon stream as early as possible.

The Central Government policies of "Atmanirbhar" and"Make in India" are expected to give a fillip to the domestic Defence industryin the coming years and the Company will make all possible efforts to seize theopportunity.

Material changes and commitments

No material changes or commitments have occurred between the end of thefinancial year to which the financial statements relate and the date of this Reportaffecting the financial position of the Company.

Subsidiary/Associate Companies

The Company has two non-material wholly owned subsidiaries DauralaFoods & Beverages Pvt. Ltd. which is not carrying on any operations presently and DCMShriram Fine Chemicals Limited incorporated in September 2021 and is yet to commencebusiness. DCM Hyundai Limited is an associate company. The required information regardingthe performance and financial position of the subsidiary and associate companies areannexed in Form AOC - I as annexure to the Annual Financial Statements for the year ended31.03.2022. There has been no change in relationship of subsidiaries/ associate companiesduring the year.

Annual Return

A copy of Annual Return for the year 2020-21 is available on theCompany?s web link https://dcmsr.com/ wp-content/uploads/2021/10/AR-2021.pdf. TheAnnual Return for the year 2021-22 will be uploaded after filing with the Registrar ofCompanies in due course.

BOARD MEETINGS AND DIRECTORS

Meetings of the Board

During the year 2021-22 seven Board meetings were held. The dates ofthe meetings attendance etc. are given in the Corporate Governance Report annexedhereto.

Declaration u/s 149(6) of the Act

All the Independent Directors (IDs) have given declarations u/s 149(6)of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 confirming that they meet the criteria of independence aslaid down under the said Section/ Regulation.

The Directors of the Company have also confirmed that they were notdisqualified to be appointed as Directors as per Section 164(2) of the Companies Act 2013and that they have not been debarred by SEBI or any other statutory authority to hold anoffice of director in a company.

Familiarization Programme for Independent Directors

A visit of the Board of Directors was arranged on 30.03.2022 to theplants of the Company located at Daurala Meerut (UP). The visit covered Daurala OrganicsDaurala Chemical Industries Daurala Sugar Works Daurala Distilleries and the Bottlingplants. During the visit the directors familiarized themselves with the operations ofvarious plants assisted by senior technical personnel. The directors were appreciative ofthe way the plants were being maintained particularly the hygienic and safety conditionsbeing adhered to inside and the areas surrounding the plants.

A familiarization Programme for IDs laid down by the Board has beenposted on the Company?s weblink -https://dcmsr.com/wp-content/uploads/2021/04/Familiarization-Programme-for-Independent-Directors.pdf

Policy on Board Diversity

The Board of Directors in its meeting held on 30.05.2016 had approved aPolicy on Board Diversity recommended by the Nomination & Remuneration Committee(NRC) as required under the SEBI (LODR) Regulations 2015. A copy of the same has beenposted on the Company?s weblink - https://dcmsr.com/wp-content/uploads/2021/04/Policy-BoardDiversity.pdf

Directors Appointment and Remuneration

Appointment of directors on the Board of the Company except nomineedirector is based on the recommendations of the Nomination & Remuneration Committee.NRC identifies and recommends to the Board persons for appointment on the Board afterconsidering the necessary and desirable competencies. NRC also considers positiveattributes like integrity maturity judgement leadership position time and willingnessfinancial acumen management experience and knowledge in one or more fields of financelaw management sales marketing administration research etc.

Independent Directors should fulfill the obligations of independence asper the Act and Regulation 25 of the SEBI (LODR) Regulations 2015 in addition to thegeneral criteria stated above. All the Independent Directors of the Company have gotthemselves enrolled in the Databank of IDs maintained by Indian Institute of CorporateAffairs an entity under the Ministry of Corporate Affairs. Their registrations have beenrenewed on a year- to-year basis. It is ensured that a person to be appointed as adirector has not suffered any disqualification under the Act or any other law to hold suchan office.

The directors of the Company are paid remuneration as per theRemuneration Policy of the Company the gist of which is given under the heading'Remuneration Policy? as part of this Report. The details of remuneration paid to thedirectors during the year 2021-22 are given in the Corporate Governance Report formingpart of this Report.

Changes in Directors or KMP

During the year Shri Vineet Manaktala (DIN: 09145644) was co- opted onthe Board and appointed Director Finance & Chief Financial Officer w.e.f 01.07.2021in place of Shri N K Jain who retired on 30.06.2021. The appointment and terms ofremuneration of Shri Vineet Manaktala were approved by the shareholders at the AGM held on08.09.2021.

Shri Mukesh Gupta nominee of LIC on the Board demitted office on14.03.2022 on withdrawal of his nomination by LIC on account of his retirement from LIC.Mrs. Mini Ipe Managing Director of LIC was nominated w.e.f. 30.03.2022 on the Board inplace of Shri Mukesh Gupta.

Shri Manoj Kumar Director retires by rotation pursuant to Section152(6) of the Companies Act 2013 at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.

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

Annual Evaluation of Board and Directors

As required under the Act and the SEBI (LODR) Regulations 2015evaluation of the performance of the Independent Directors other non-executive directorsBoard as a whole Executive Directors the Chairman and the Committees during the year2021-22 was carried out by the Board of Directors based on the criteria laid down by theNRC in the year 2017 in the meeting held on 30.03.2022. A copy of the 'criteria forevaluation? is annexed as Annexure 2 hereto.

Based on the criteria the Board reviewed the performance of the Boardas a whole particularly structure quality of deliberations in the meetings functionsperformance of the management and feedback etc. The Board reviewed the performance of theCompany Board as a whole its Committees and Directors and observed:

- that despite the downward trend in economic conditions due to Covid19 impact the Company has performed well.

- that the Board continued to adhere to the highest standards in allabove areas and the performance was constructive and met the test of objectivity inachieving the goals of the Company.

- that the Committees carried out their functions according to therequirements mandated under the Companies Act/ SEBI Regulations pursuant to which theywere constituted effectively. The Board particularly appreciated the Audit Committeewhich met regularly and acted as a watch dog in matters concerning finance RPTs andinternal financial controls.

- that all the directors including IDs have given very valuableinputs/contribution in achieving the goals of the Company. It was noted that the ExecutiveDirectors continued to perform with utmost responsibility in achieving the operatingtargets and the IDs and other directors contributed by providing valuable inputs andguidance.

- that the Independent Directors individually and collectivelyfunctioned constructively in the best interest of and beneficial to the Company and thestakeholders.

- that the Independent Directors adhered to the Code of Independence asper Schedule IV of the Act and to the restriction regarding pecuniary relationship withthe Company during the period under evaluation.

The IDs in a separate meeting held on the same day prior to the BoardMeeting reviewed and evaluated the performance of non-Independent Directors.

The IDs also reviewed the quality quantity and timeliness of flow ofinformation between the Company management and the Board which are necessary for theBoard to effectively and reasonably perform its duties.

The performance evaluation by the Board and the Independent Directorsdid not find any matter requiring follow up action.

Directors? Responsibility Statement

As required under Section 134(3)(c) of the Act your Directors statethat:

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

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

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts on a going concernbasis;

e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

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

Internal Financial Controls

A comprehensive and effective internal financial control system isfollowed by the Company at all its establishments. This is further strengthened by aninternal audit process under the overall supervision of the Audit Committee of the Board.The services for the internal audit are outsourced. Qualified and experiencedprofessionals are engaged to ensure effective and independent evaluation of inter aliathe internal financial controls.

The Audit Committee lays down the schedule for internal audit. Internalaudit reports are placed before the Committee with management comments. Suggestions areimplemented and reported to the Audit Committee.

Apart from the above an effective budgeting and monitoring system isalso in place. Budgets are reviewed by Audit Committee and approved by the Board. Theoperating results are compared and monitored with the approved budgets periodically. AnExecutive Committee comprising of senior management team meets every month reviews allaspects of operations and chalks out remedial measures and strategies regularly.

An effective communication/ reporting system operates between theUnits Divisions and Corporate Office to keep various establishments abreast of regulatorychanges and ensure compliances.

To further strengthen the Internal Financial Controls and businesstransformation through digitization the Company has implemented an advanced SAP S/4 HANAin all business segments. Additionally manual verification/ controls were also followed.

Loans Guarantees and Investments

The particulars of loans given by the Company are given in Note no. 15of the Standalone Financial Statements for the year ended 31.03.2022.

The Company has not made any investment or provided any guaranteecovered u/s 186 of the Companies Act 2013 during the year except surplus funds placed inliquid funds of Mutual funds on short term basis and the funds provided to DCM ShriramFine Chemicals Limited a wholly owned subsidiary incorporated to explore and set up afine chemicals plant at Dahej Gujarat.

Related Party Transactions

There has been no materially significant related party transactionbetween the Company and the Directors Key Management Personnel the subsidiary or therelatives except for those disclosed in the financial statements - Note No. 45 of Notes toAccounts which are at arm?s length basis and not material. Accordingly Form AOC -2does not form part of this Report.

The Board had framed a Policy on Related Party Transactionsincorporating the revised requirements and placed the same on the Company?s weblink:https://dcmsr.com/wp-content/uploads/2022/02/Policy-on- Related-Party-Transactions.pdf

CSR Activities

Pursuant to Section 135 of the Act read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 as amended from time to time an Annual Reportin the prescribed proforma is annexed - Annexure 3. The Company was required to spentRs.188.65 lakh being 2% of the average net profits of the preceding 3 years during theyear under review which have been fully utilized. The CFO has confirmed to the Board thatfunds mandated were spent as per approval of the CSR Committee and Board. Rs.5 lakh wasadditionally contributed to Prime Ministers? National Relief Fund representing theamount remained unspent by one of the Company?s Units due to the disruption caused bythe pandemic.

Risk Management

The Board of Directors in its meeting held on 30.01.2006 undertook acomprehensive review of the risk assessment and minimization procedures/ policies followedby the Company at its various operations. While taking note of the same the Board laiddown that a half yearly status report of the risk assessment and steps taken to minimizethe risks be placed before the Board. Such a report in respect of all the operations ofthe Company is regularly placed before the Board and suggestions if any are implemented.

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

The Board of Directors while reviewing the existing risk assessmentprocedures laid down a Risk Management Policy as required under Regulation 17 of SEBI(LODR) Regulations 2015 on 12.02.2016.

Public Deposits

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

i) Accepted during the year: - Rs. 210.60 Lakh.

ii) Remained unclaimed as at the end of the year: - Rs.6.00 lakh (There is no depositclaimed but not paid)

iii) Whether there has been any default in repayment of deposits or payment of interestthereon 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 _ Nil

c) At the end of the year

iv) The details of deposits which are not in compliance with the requirements ofChapter 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 orTribunals during the year impacting the going concern status and Company?s operationsin future.

Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The required information as per Rule 8 (3) A B & C of Companies(Accounts) Rules 2014 is annexed - Annexure 4.

REMUNERATION POLICY

The Board of Directors in its meeting held on 14.08.2014 had laid downa Remuneration Policy as recommended by the Nomination & Remuneration Committee (NRC)relating to remuneration of the Directors Key Managerial Personnel (KMP) Sr. ManagementPersonnel (SMP) and other employees of the Company. The Remuneration Policy is inaccordance with Section 178 of the Act and the Rules made there under. The Policy wasrevised by the Board in its meeting held on 29.10.2019 on recommendations of the NRC. TheRemuneration Policy is posted on the Company?s weblink.https://dcmsr.com/wp-content/uploads/2021/04/remuneration-policy.pdf

The salient features of the Policy are given below:

i. Guiding principle

The guiding principle of the Policy is that the remuneration and otherterms of employment should effectively help in attracting and retaining committed andcompetent personnel. The remuneration packages are designed keeping in view industrypractices and cost of living.

ii. Directors

Non-executive directors are paid remuneration in the form of sittingfees for attending Board/ Committee meetings as fixed by the Board from time to timesubject to statutory provisions. Presently sitting fee is Rs.60000 per Board meeting andRs.30000 per Committee meeting. In addition Non-executive Directors are to be paidcommission on profits of up to 1% of the net profit of the Company computed in the mannerlaid down u/s 198 of the Companies Act 2013 in such amount and proportion as may bedecided by the Board of Directors.

Remuneration of Executive Directors (Whole-time Directors) includingManaging Director(s) is fixed by the Board of Directors on the recommendation of the NRCsubject to the approval of the shareholders. The NRC while recommending the remunerationconsiders pay and employment conditions in the industry merit and seniority of the personand 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 remuneration and cessation of service of Key ManagerialPersonnel are subject to the approval of the NRC and Board of Directors. Appointment andcessation of service of Sr. Management Personnel are approved by the Senior ManagingDirector on the recommendation of the concerned Executive Director keeping in view theRemuneration Policy.

iv. Other employees

The remuneration of other employees is fixed from time to time by theManagement as per the guiding principle laid down in the Remuneration Policy andconsidering industry standards and cost of living. In addition to salary they are alsoprovided perquisites and retirement benefits as per schemes of the Company and statutoryrequirements where applicable.

Managerial Remuneration

The information required as per Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 pertaining to remuneration ofDirectors KMP and comparisons are annexed - Annexure 5. It is affirmed that theremuneration is as per the Remuneration Policy of the Company.

Statement of particulars of the top ten employees in terms ofremuneration including employees who were in receipt of remuneration which was not lessthan Rs.102 lakh or more per annum in aggregate during the year 2021-22 is annexed -Annexure 6.

Audit Committee

The Audit Committee presently comprises of six members including fourIDs one Non-Executive Director and one Executive Director. Shri P.R. Khanna is theChairman and Shri S.B. Mathur Shri S.C. Kumar Ms V. Kavitha Dutt all IDs Shri ManojKumar Non-Executive Director and Shri Madhav B. Shriram Managing Director are Members.There was no instance of the Board not accepting the recommendation of the AuditCommittee.

Vigil Mechanism

Pursuant to Section 177 of the Act and Regulation 22 of SEBI (LODR)Regulations 2015 the Board of Directors on the recommendation of the Audit Committeeadopted a Vigil Mechanism (Whistle Blower Policy). The Policy has been revised by theBoard in its meeting held on 27.05.2019 to incorporate the requirements of SEBI(Prohibition of Insider Trading) Regulations 2015. The revised Policy has been circulatedamong the employees and also has been put on the weblink of the Company:https://dcmsr.com/wp-content/ uploads/2021/04/whistleblower-policy.pdf

The Policy provides a channel to the employees to report to themanagement concerns about unethical behavior actual or suspected fraud or violation ofthe code of conduct or policies. The mechanism provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee in exceptional cases.

Share Capital

During the year the Company has not issued any share capital withdifferential voting rights sweat equity or ESOP nor provided any money to the employeesor trusts for purchase of its own shares.

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

Sub-Division of Share Capital into smaller nominal value

Pursuant to the approval of the shareholders at the last AGM held on08.09.2021 the shares in the Company has been split from the existing nominal value ofRs.10 per share to five shares of Rs.2 each effective from 11.10.2021 thereby keeping thepaid up share capital intact.

Listing on NSE

The shares in the company have also been listed on National StockExchange w.e.f. 24.12.2021. After the listing the traded volumes in the shares have goneup substantially.

Statutory Auditors

Pursuant to Section 139 of the Companies Act 2013 the shareholders intheir meeting held on 22.08.2017 had appointed M/s. B S R & Co. LLP CharteredAccountants (Firm Registration No.101248W/W100022) Gurugram as statutory auditors forholding office from the conclusion of the said AGM till the conclusion of the AGM to beheld in the year 2022 on the recommendation of the Audit Committee and the Board ofDirectors.

As per Section 139 of the Act a firm of auditors can be appointed asStatutory Auditors for two terms of five year each. Accordingly a proposal forreappointment of M/s B S R & Co. LLP is being placed before the shareholders fortheir reappointment for another term of five years from the conclusion of the ensuing AGMtill the conclusion of the aGm in the year 2027.

Cost Auditors

M/s Ramanath Iyer & Co. Cost Accountants (Regn No.13848) 808Pearls Business Park Netaji Subhash Place Pitampura Delhi - 110034 who were appointedas Cost Auditors of the Company for the year 202021 submitted the Cost Audit report duefor filing on or before 12.09.2021 to the Central Government on 30.08.2021. They havebeen reappointed as Cost Auditors for the year 2022-23. A resolution for ratification oftheir remuneration for the year 2022-23 as required under the Companies Act 2013 formspart of the Notice convening 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 7.

Anti-Sexual Harassment Policy

Pursuant to the "Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013" the Company constituted InternalComplaints Committees at all its workplaces. There has not been any instance of complaintreported in this regard to any of the Committees. The Committees have been reconstitutedeffective from 01.07.2020 for next 3 years.

The Company periodically review and submit a status report annually tothe Competent Authority under Section 22 of the said Act.

DISCLOSURE UNDER SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meeting of the Board of Directors? and ‘General Meetings?respectively have been duly followed by the Company.

Acknowledgment

The Directors acknowledge the continued co-operation and supportreceived from the banks and various government agencies and all our business associates.

The Directors also place on record their appreciation of thecontribution made by employees at all levels. Their conduct and support in this difficulttime of the pandemic have been noteworthy.

For and on behalf of the Board
(Madhav B. Shriram) (Alok B. Shriram)
New Delhi DIN: 00203521 DIN: 00203808
30 May 2022 Managing Director Sr. Managing Director

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