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DCW Ltd.

BSE: 500117 Sector: Industrials
NSE: DCW ISIN Code: INE500A01029
BSE 00:00 | 21 Jun 36.10 0.20
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OPEN 35.35
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VOLUME 398322
52-Week high 42.75
52-Week low 9.50
P/E 240.67
Mkt Cap.(Rs cr) 942
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.35
CLOSE 35.90
VOLUME 398322
52-Week high 42.75
52-Week low 9.50
P/E 240.67
Mkt Cap.(Rs cr) 942
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DCW Ltd. (DCW) - Director Report

Company director report

To

The Members

DCW Limited

Your Directors are pleased to present the 81st Annual Report together with the AuditedFinancial Statements of your Company for the Financial Year ended March 31 2020

1. Financial Results

31-03-2020 31-03-2019
(in lakhs) (in lakhs)
Net Sales 127727.68 135280.20
Gross Profit 4754.95 6149.06
Less : Provisions
Depreciation 8720.79 8335.56
Profit Before Tax/(Loss) (3965.84) (2186.50)
Tax: Current Period - -
Previous Period - -
MAT Credit available for set off / Utilized - -
Profit/(Loss) After Current Tax & Tax Adjustments (3965.84) (2186.50)
Deferred Tax (1289.68) (1759.47)
Profit after Tax/(Loss) (2676.16) (427.03)
Add: Balance brought forward 13238.96 13665.99
Profit available for Appropriation 10562.80 13238.96
Appropriations:
General Reserves - -
Proposed Dividend - -
Dividend Distribution Tax - -
Balance carried forward 10562.80 13238.96

2. Dividend:

Due to loss during the year from the operations of the Company your the Board ofDirectors of the Company has not recommended any dividend for the year on the equityshares of the Company. Your Company has not paid any interim Dividend during the yearunder review.

3. Transfer to Reserves

The Board of Directors has not recommended to transfer any amount to General Reserves

4. Share Capital:

During the year under review pursuant to the in-principal approvals received from BSELimited ("BSE") and National Stock Exchange of India Limited ("NSE")the Company has issued and allotted 33004082 equity shares and 7038882 warrantsconvertible into equity in one or more tranches at a price of Rs 18/- per share(including a premium of Rs 16/- per equity share) on Preferential Basis on October 162019 to the Promoters Business Associates and Investors. Further the Company hasallotted 7038882 equity shares after conversion of the aforesaid warrants into equityshares on December 11 2019 to the Promoters Business Associates and Investors.

Consequently the equity share capital of the Company as of March 31 2020 stood at Rs522060742/- comprising of 261030371 equity shares having face value of Rs 2 each.

The Company has received the listing approval from the NSE on March 9 2020 and isawaited from the BSE.

During the year there was no change in Authorised Share Capital of the Company andneither there was any reclassification nor sub-division of equity shares during the yearunder review.

5. Fund Raising

The Board of Directors of your Company at its meeting held on January 28 2020 hadapproved raising of funds by way of issuance of (i) up to 50000 (Fifty Thousand) rated/unrated listed/ unlisted secured/unsecured redeemable nonconvertible debentures of aface value of Rs 100000/- (Rupees One Lakh only) each of an aggregate nominal value ofup to Rs 5000000000 (Rupees Five Hundred Crore) and (ii) up to 10000 (Ten Thousand)rated/ unrated listed/ unlisted secured optionally convertible debentures of a facevalue of Rs 100000/- (Rupees One Lakh only) each of an aggregate nominal value of up toRs 1000000000 (Rupees One Hundred Crore). The proposal was approved by the members attheir meeting held on February 27 2020.

The Company has filed the in-principal approvals with the National Stock Exchange ofIndia Limited and BSE Limited for the issuance of optionally convertible debentures.

6. Issue of Debentures:

During the year under review the Company had issued Secured Unlisted UnratedRedeemable Non-Convertible Debentures each having a face value of Rs 100000/-aggregating to Rs 137.08 Crore in tranches on a private placement basis. The Company hasbeen servicing payment of the interest on the due dates.

7. Operations:

The sales for the year are Rs 127767.68 lakhs compared to Rs 135280.20 lakhs in theprevious year. The profit for the year (before depreciation) was Rs 4754.95 lakhs againsta profit of Rs 6149.06 lakhs in the previous year. The loss before tax amounted to Rs(3965.84) lakhs as against loss of Rs (2186.50) lakhs in the previous year. The loss afterprovision of current tax / taxes for the year is Rs (3965.84) lakhs against a loss of Rs(2186.50) lakhs for previous year and loss after deferred tax was Rs (2676.16) lakhsagainst loss of Rs (427.03) lakhs for previous year.

8. Exports:

The Company's exports were of Rs 30821.06 lakhs as compared to Rs 21306.57 lakhs in theprevious year. This increase in Export Turnover is primarily on account of increase inquantity sold and realization on sale of Synthetic Rutile (BI) during the year.

9. Division wise Performance:

a) PVC Division:

The turnover of the division was Rs 45409.88 lakhs as compared to Rs 53379.09 lakhs inthe previous year the turnover of this division is marginally lower compared to previousyear. this is primarily due to lower production & sale of PVC during the year due toshortage of raw materials. The demand for PVC Continues to show positive growth. There isDemand Supply gap of PVC in domestic market about 50% of the local demand is being metfrom Imports.

The Government has identified irrigation power and infrastructure as thrust areas andincreased activity in these sectors are likely to boost demand of PVC Resin.

b) Caustic Soda Division:

The turnover of the division was Rs 46752.96 lakhs as compared to Rs 47794.27 lakhs inthe previous year the turnover of this division is marginally lower compared to previousyear.

c) Soda Ash Division:

The turnover of the division was Rs 19826.49 lakhs as compared to Rs 21585.62 lakhs inthe previous year the turnover of this division is lower compared to previous year whichis primarily due to lower production coupled with decrease in realisation on sales duringthe year. The demand for the product of this segment is consistent. Also looking to thedemand and supply position in coming years and the Soda Ash industry growing at a robustrate of 4-5% per annum and this trend is expected to continue which will be able to absorbany additional capacities coming up in near future.

d) Synthetic Iron Oxide Pigment:

The turnover of the division was Rs 3963.70 lakhs as compared to Rs 3260.84 lakhs inthe previous year an increase of 21.55% during the year. The product manufactured by thisdivision has got good response both from international as well as domestic consumers. TheCompany is in process of gradually ramping up the capacity and meet product variants asrequired by the customers.

The product has been well accepted both in the international as well as domestic marketand the company is developing wider customer base for this product in both the markets.

e) C-PVC Division:

The turnover of the division was Rs 10294.88 lakhs as compared to Rs 8251.58 lakhs inthe previous year an increase of 24.76% during the year. The product has been wellaccepted by the customers and the government of India has imposed Anti-Dumping duty onimport of C-PVC from China and Korea under Make in India programme w.e.f. August'19 thiswill protect the Company against dumping of C-PVC product by manufacturers from thiscountries.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Listing Regulations is presented in a separate section forming partof the Annual Report

11. Board of Directors & Key Managerial Personnel (KMPs):

In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Pramodkumar Shriyansprasad Jain (DIN: 00380458) retires by rotation at the ensuing AnnualGeneral Meeting (AGM) of the Company and being eligible offers himself for re-appointmentat the ensuing AGM. The Board on the recommendation of the Nomination & RemunerationCommittee (NRC) has recommended his re-appointment.

Brief particulars and expertise of Mr. Pramodkumar Shriyansprasad Jain together withhis other directorships and committee memberships has been given in the annexure - I tothe Notice of the AGM in accordance with the requirements of the Listing Regulations andSecretarial Standards.

During the financial year under review the Company has appointed Mr. MaheshVennelkanti (DIN: 03633359) as an Independent Director of the Company for a period of 2years w.e.f. June 28 2019.

The Company based on the performance evaluation of Ms. Sujata Rangnekar (DIN:06425371)and Mr. Salil Kapoor (DIN: 02256540) and as per the recommendation of Nomination andRemuneration Committee (NRC) and Board of Directors of the Company has re-appointed Ms.Sujata Rangnekar (DIN: 06425371) and Mr. Salil Kapoor (DIN: 02256540) as IndependentNon-Executive Directors for second term of five consecutive years upto the conclusion ofthe 85th Annual General Meeting of the Company to be held in the calendar year 2024.

Pursuant to the provisions of the Companies Act 2013 ("Act") theshareholders at the Extra-ordinary General Meeting ("EOGM") held on 27thFebruary 2020 had re-appointed Mr. Pramodkumar Jain (DIN: 00380458) Mr. Bakul Jain (DIN:00380256) Mr. Vivek Jain (DIN: 00502027) Mr. Mudit Jain (DIN: 00647298) as ManagingDirectors of the Company for a further period of 3 years with effect from 1st November2020 27th July 2020 1st March 2020 and 1st March 2020 respectively.

Pursuant to Section 149(7) of the Companies Act 2013 and Regulation 25(8) of theListing Regulations the Independent Directors have provided a declaration to the Board ofDirectors that they meet the criteria of Independence as prescribed in the Companies Act2013 and the Listing Regulations and are not aware of any situation which exists or maybe reasonably anticipated that could impair or impact their ability to discharge duties asan Independent Director with an objective independent judgement and without any externalinfluence. Further veracity of the above declarations has been assessed by the Board inaccordance with Regulation 25(9) of the Listing Regulations.

Further declaration in compliance with Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 as amended by Ministry of Corporate Affairs("MCA") Notification dated October 22 2019 regarding the requirement relatingto enrollment in the Data Bank created by MCA for Independent Directors has been receivedfrom all the Independent Directors.

The Company has formulated a policy on ‘familiarisation programme for independentdirectors' which is available on the Company's website: www.dcwltd.com

During the year under review Ms. Jigna Karnick resigned as Company Secretary &Compliance Officer of the Company w.e.f. May 31 2019 and Mr. Dilip Darji has beenappointed as the Company Secretary & Compliance Officer of the Company w.e.f. June 12019. Further the Company has appointed Mr. Amitabh Gupta as the Chief Executive Officerof the Company w.e.f. November 14 2019.

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. Pramodkumar Jain(DIN: 00380458) Chairman & Managing Director; Mr. Bakul Jain (DIN: 00380256) Mr.Vivek Jain (DIN: 00502027) Mr. Mudit Jain (DIN: 00647298) Managing Directors Mr. VimalJain Chief Financial Officer Mr. Dilip Vishnubhai Darji Company Secretary &Compliance Officer and Mr. Amitabh Gupta Chief Executive Officer are the Key ManagerialPersonnel of the Company.

12. Performance Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) 2015 the Boardhas carried out an Annual Performance Evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its various Committees. The Boardof Directors expressed their satisfaction with the evaluation process.

In a seperate meeting held on February 11 2020 the performance evaluation of theChairman Non-Independent Directors and the Board as a whole was carried out by theIndependent Directors. The Independent Directors expressed their satisfaction with theevaluation process

The performance evaluation of all the Directors Committees and the Board was carriedout by the Nomination & Remuneration Committee Independent Directors and Board attheir respective meetings.

13. Succession Plan

The Board of Directors has satisfied itself that plans are in place for orderlysuccession for appointment to the Board of Directors and Senior Management.

14. Particulars of employees

13.1 The information required under Section 197 of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report as Annexure ‘A'.

13.2 Information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year*

Managing Directors Ratio to median remuneration
Mr. Pramodkumar Jain -
Mr. Bakul Jain -
Mr. Mudit Jain -
Mr. Vivek Jain -

* Managing Directors to strengthen the finances of the Company as a gesture ofgoodwill waived their salary for the period 1/4/2019 to 31/3/2020.

* Non Executive and Independent Directors have not been included as they were not paidany commission and the sitting fees paid to them have not been considered as remuneration.

b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial Year

There was no increase in the Remuneration of Directors Chief Executive Officer ChiefFinancial Officer and Company Secretary in the Financial Year.

c. The percentage increase in the median remuneration of employees in the financialyear : 9.88%

d. The number of permanent employees on the rolls of Company : 1671

e. Average percentile increase already made in the salaries of employees other than themanagerial 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 increase in remuneration is 9.88% for employees other than ManagerialPersonnel and there was no increase in the Managerial remuneration.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that the remuneration is as per the remuneration policy of theCompany

15. Statutory Auditors

The Shareholders of the Company at the 78th Annual General Meeting (AGM) of the Companyheld on 28th September 2017 had appointed M/s. Chhajed & Doshi CharteredAccountants (ICAI Firm Registration No. 101794W) as Statutory Auditors of the Company fora period of 5 (five) years to hold office until the conclusion of the 83rd Annual GeneralMeeting to be held in the calendar year 2022 to conduct the audit of the Accounts of theCompany subject to ratification at each AGM upto 83rd AGM at such remuneration as may bemutually agreed upon between the Board of Directors of the Company and the Auditors.

The requirement to place the matter relating to ratification of auditors' appointmentby Members at every AGM has been done away by the Companies (Amendment) Act 2017 witheffect from May 7 2018 as the first proviso to Section 139(1) of the Companies Act 2013has been deleted. Accordingly no resolution is being proposed for ratification ofappointment of Statutory Auditors at the ensuing AGM.

M/s. Chhajed & Doshi has furnished a certificate of their eligibility and consentunder section 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules2014 for their continuance as the Auditors of the Company for the FY 2020 - 21. In termsof the Listing Regulations the Auditors have confirmed that they hold a valid certificateissued by the Peer Review Board of the ICAI.

The Statutory Auditors' report contain the remarks for delay in depositing variousstatutory dues with appropriate authorities within prescribed due dates as detailed inpoint (vii) of Annexure A to Statutory Auditors' Report.

Management's Reply: The delay in depositing statutory dues were due to Company'soperating cash flows issues during the financial year.

16. Internal Auditors

The Board of Directors at their meeting held on May 28 2019 had appointed M/s. PKFSridhar and Santhanam LLP Chartered Accountants as Internal Auditors of the Company forthe FY 2019-20. The Internal Auditors have been periodically reporting to the AuditCommittee with regards to their audit process and key audit findings during the year.

Further the Board of Directors at their meeting held on July 6 2020 have re-appointedM/s. PKF Sridhar and Santhanam LLP Chartered Accountants as its Internal Auditors tocarry out the Internal Audit for FY 2020-21.

17. Cost Records and Cost Audit

As per Section 148 of the Companies Act 2013 read with the Companies (Cost Recordsand Audit) Rules 2014 your Company is required to maintain cost records and accordinglysuch accounts and records are maintained.

The Board had appointed M/s. N.D. Birla & Co. Ahmadabad and M/s. R. Nanabhoy &Co. Mumbai Cost Accountants as Cost Auditors for conducting the audit of cost recordsof the Company for the Financial Year 2019-20.

Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Rules 2014 the Board of Directors on the recommendation of the AuditCommittee have appointed M/s. N.D. Birla & Co. Ahmadabad and M/s. R. Nanabhoy &Co. Mumbai Practising Cost Accountants for conducting cost audit of the cost recordsmaintained by the Company for the financial year 2020-21.

M/s. N.D. Birla & Co. Ahmadabad and M/s. R. Nanabhoy & Co. Mumbai PracticingCost Accountants have confirmed that their appointment are within the limits of Section141(3)(g) of the Companies Act 2013 and have also certified that they are free from anydisqualification specified under Section 141 and proviso to Section 148(3) of the Act.

As per the provisions of the Companies Act 2013 the remuneration payable to the CostAuditors is required to be placed before the Shareholders in a General Meeting for theirratification. Accordingly a resolution seeking Shareholders' ratification forremuneration payable to M/s. N.D. Birla & Co. Ahmadabad and M/s. R. Nanabhoy &Co. Mumbai Practicing Cost Accountants is included in the Notice convening the AnnualGeneral Meeting.

18. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s S. K. Jain & Co. Practicing Company Secretaries to conduct theSecretarial Audit of the Company for the Financial Year 2019-20.

The Secretarial Auditor has conducted an audit as per the applicable provisions of theCompanies Act 2013 and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report given by the Secretarial Auditor in Form No. MR-3 as perthe provisions of Section 204 of the Companies Act 2013 read with Rules framed thereunderfor the financial year ended March 31 2020 has been annexed to this Board Report asAnnexure B (I) and forms part of the Annual Report. The Secretarial Audit Report containsthe following remarks:

(a) In respect of Sahupuram Plant the Company has yet to deposit Employer's Share ofContribution with Provident Fund Authority since March 2019.

Management's Reply: The delay in depositing Provident Fund (PF) contribution to the PFtrust was due to Company's operating cash flows issues during the financial year. Howeverthe Company has fully deposited employee's contribution to the Provident Fund and isdepositing employer's contribution in instalments.

(b) The Company has not filed e-form CHG-1 within stipulated time as per the provisionof Section 77(1) of the Companies Act 2013 for charge created in favour of CatalystTrusteeship Limited Debenture Trustee in whose favour Debenture Trust Deed has beenexecuted on 28th May 2019.

Management's Reply: The Company is awaiting for the NOC from one of the lender.

(c) Pursuant to Regulation 163 (2) of SEBI (ICDR) 2018 - The issuer shall place a copyof certificate of its Statutory Auditors before the General Meeting of the shareholdersconsidering the proposed preferential issue certifying that the issue is being made inaccordance with the requirements of these regulations. The Company did not place suchcertificate before the shareholders in the General Meeting held on 29th July 2019 forconsidering the proposed preferential issue. However the Company had placed the Auditor'sCertificate before the shareholders of the Company at its Extra Ordinary General Meeting("EOGM") held on 27.02.2020 which has been duly adopted/ratified by theshareholders of the Company in the said Meeting.

Management's Reply: Pursuant to the directions received from the BSE Limited andNational Stock Exchange of India Limited the Company had placed the Auditor's Certificatebefore the shareholders of the Company at its Extra Ordinary General Meeting("EOGM") held on 27.02.2020 which has been duly adopted/ratified by theshareholders of the Company in the said Meeting.

Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing Regulations and the SEBI circularCIR/CFD/CMD1/27/2019 dated February 8 2019 the Company has undertaken an audit for theFinancial Year 2019-20 for all applicable compliances as per Securities and Exchange Boardof India Regulations and Circulars/Guidelines issued thereunder. The Annual SecretarialCompliance Report duly issued by M/s S. K. Jain & Co has been submitted to the StockExchanges within the prescribed timelines and is annexed at Annexure B (II) to thisBoard's Report.

Annual Secretarial Compliance Report contains the following remarks:

Pursuant to Regulation 163 (2) of SEBI (ICDR) 2018 - The issuer shall place a copy ofcertificate of its Statutory Auditors before the General Meeting of the shareholdersconsidering the proposed preferential issue certifying that the issue is being made inaccordance with the requirements of these regulations. The Company did not place suchcertificate before the shareholders in the General Meeting held on 29th July 2019 forconsidering the proposed preferential issue. However the Company had placed the Auditor'sCertificate before the shareholders of the Company at its Extra Ordinary General Meeting("EOGM") held on 27.02.2020 which has been duly adopted/ratified by theshareholders of the Company in the said Meeting.

Management's Reply: Pursuant to the directions received from the BSE Limited andNational Stock Exchange of India Limited the Company had placed the Auditor's Certificatebefore the shareholders of the Company at its Extra Ordinary General Meeting("EOGM") held on 27.02.2020 which has been duly adopted/ratified by theshareholders of the Company in the said Meeting.

19. Secretarial Standards:

The Company has complied with the applicable Secretarial Standards. The Directors statethat applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively have been duly followedby the Company.

20. Conservation of Energy Technology and Foreign Exchange

Information on conservation of energy technology absorption foreign exchange earningsand out go required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is annexed hereto marked as"Annexure C" and forms part of this report.

21. Deposits / Loans & Advances Guarantees or Investments

Your Company has not accepted any deposits from the public during the year underreview. The particulars of loans/ advances guarantees and investments under Section 186of the Companies Act 2013 are furnished in the notes forming part of the FinancialStatements.

22. Risk Management Policy

Your Company laid down Risk Management Policy and it is made available on the websiteof the Company. However the provisions related to Risk Management Committee are notapplicable to the Company.

23. Establishment of Vigil Mechanism

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism withprotective clauses for the Whistle Blowers. The Whistle Blower Policy is made available onthe website of the Company.

24. Board Meetings

During the Financial Year 2019-20 6 (Six) Board Meetings were held. For detailsthereof kindly refer to the section ‘Board of Directors " - "BoardMeetings' in the Corporate Governance Report.

25. Committees of the Board

The Board has constituted the following mandatory committees viz. Audit CommitteeStakeholders Relationship Committee Nomination and Remuneration Committee CorporateSocial Responsibility Committee and Internal complaints Committee. The terms of referenceof these committees are as required under the provisions of the respective Acts /SEBI(Listing obligations and Disclosure Requirements) 2015 and as determined by the Board.Meeting of each of these committees are convened by the respective Chairperson of theCommittees and minutes of the meetings of these committees are placed at the BoardMeetings. The details of these committees are stated in this / Annexures to this Report.

25.1 Audit Committee

The Company has duly constituted the Audit Committee in line with the requirementsprescribed under the provisions of the Companies Act 2013 and SEBI (Listing obligationsand Disclosure Requirements) Regulations 2015 comprises 3 Independent Directors and Ms.Sujata Rangnekar is the Chairperson of the Committee and other members of the Committeeare Mr. Mahesh Vennelkanti and Mr. Krishnamoorthy Krishnan and they possess soundknowledge on accounts audit finance taxation Internal Control etc.

The details of meetings of the Committee held during the financial year under reviewalong with attendance of members thereof composition and changes if any in thecomposition of Audit Committee and Role of the Audit Committee is provided in theCorporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year there are no instances where the Board had not accepted therecommendation of Audit Committee.

25.2 Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination & Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013 and SEBI(Listing obligations and Disclosure Requirements) Regulations 2015 comprises 3Independent Directors and Ms. Sujata Rangnekar is the Chairperson of the Committee andother members of the Committee are Mr. Mahesh Vennelkanti and Mr. Krishnamoorthy Krishnan.

The details of meetings of the Committee held during the financial year under reviewalong with attendance of members thereof composition and changes if any in thecomposition of Nomination & Remuneration Committee and Role of the Committee isprovided in the Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their Remuneration. The policy provides for determining qualificationpositive attributes and independence of a Director.

25.3 Stakeholders Relationship Committee:

The Company has duly constituted Stakeholders Relationship Committee to align with therequirements prescribed under the provisions of the Companies Act 2013 and SEBI (Listingobligations and Disclosure Requirements) Regulations 2015 comprises 3 members viz. Mr.Krishnamoorthy Krishnan is the Chairman of the Committee and other members of theCommittee are Mr. Pramodkumar Jain and Mr. Bakul Jain.

The details of meetings of the Committee held during the financial year under reviewalong with attendance of members thereof composition and changes if any in thecomposition and Role of the Stakeholders Relationship Committee and status of grievancesreceived from various stakeholders during the financial year are furnished in theCorporate Governance Report Section of the Board' Report.

The Company Secretary of the Company acts as Secretary of the Committee.

25.4 Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Boardhas constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanshipof Mr. Pramodkumar Jain Chairman of the Board. The other members of the Committee are Mr.Krishnamoorthy Krishnan an Independent Director and Mr. Bakul Jain Managing Director. Adetailed CSR Policy has also been framed which is placed on the company's website. Otherdetails for the CSR activities as required under Section 135 of the Companies Act 2013 aregiven in the CSR Report is annexed hereto marked as "Annexure D".

The details of meetings of the Committee held during the financial year under reviewalong with attendance of members thereof composition and changes if any in thecomposition of CSR Committee is provided in the Corporate Governance Report annexed tothis Report.

The Company Secretary of the Company acts as Secretary of the Committee.

24.5 Internal Complaints Committee

The Company has zero tolerance on sexual harassment at workplace. The Company hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace and has also established an Internal Complaints Committee as stipulated by TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and rules thereunder.

The Company has complied with provisions relating to the constitution of InternalCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review no complaints in relation to sexualharassment at workplace have been reported.

26. Extract of the Annual Return

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnas on March 31 2020 in form MGT-9 is annexed as Annexure E and forms part of this report.The Annual Return of the Company will also be available on its website at www.dcwltd.com

27. Details in respect of adequacy of internal financial controls with reference to thefinancial statements.

A strong internal control culture is pervasive in the Company. The Company hasimplemented a robust and comprehensive internal control system for all the major processesto ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedures laws andregulations safeguarding of assets and economical and efficient use of resources. TheInternal Auditors continuously monitor efficiency of internal controls with objective ofproviding to the audit committee and the board of directors an independent objective andreasonable assurance on the adequacy and effectiveness of the organisation's riskmanagement controls and governance processes.

Your Company operates in SAP ERP environment and has its accounting records stored inan electronic form and backed up periodically. The ERP system is configured to ensure thatall transactions are integrated seamlessly with the underlying books of account. YourCompany has automated processes to ensure accurate and timely updation of various masterdata in the underlying ERP system.

28. Related Party Transactions:

The Company has formulated a policy on materiality of related party transactions andmanner of dealing with related party transactions which is available on the Company'swebsite at http://www.dcwltd.com/PDF/policy/policy.zip.

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. All related partytransactions are presented to the Audit Committee. Omnibus approval is obtained for thetransactions which are foreseen and repetitive in nature. A statement of all related partytransactions is presented before the audit committee on a quarterly basis. Details oftransactions contracts and arrangements entered into with related parties by the Companyduring FY 2019-20 is given under Notes to Accounts annexed to Financial Statements whichforms part of this Annual Report.

The Policy on Materiality of Related Party Transactions and on dealing with RelatedParty Transactions as approved by the Board is put up on the Company's website and can beaccessed at http://www.dcwltd.com/PDF/policy/policy. zip. The details of transactions withRelated Party are provided in the accompanying financial statements.

29. Corporate Governance Report

The report on Corporate Governance as stipulated under Regulation 34 of the SEBIListing Regulations forms part of the Annual Report as Annexure "F". Therequisite certificate from CS. Dr. S K. Jain Practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance is attached to the report onCorporate Governance.

30. Business Responsibility Report

The Business Responsibility Report for the year under review as stipulated underRegulation 34 2(f) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 is presented in a separate section and forms a part of this Report.

31. Cautionary Note:

Statement in this report describing the Company's objectives projections estimatesexpectation and prediction may be "forward looking statements". Actual resultscould differ materially from those expressed or implied due to variations in prices of rawmaterials and realization of finished goods changes in government regulation taxregimes economic developments and other incidental factors.

32. Directors' Responsibility Statement

In terms of section 134 (3) (c ) of the Companies Act 2013 your Directors have:

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

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

C. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of 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; and

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.

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.

33. Significant/Material Orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

34. Material changes and commitments affecting the financial position of the Company

Except as disclosed elsewhere in the Report there have been no material changes andcommitments affecting the financial position of the Company which have occurred betweenthe end of the financial year of the Company to which the financial statements relate andthe date of this report.

35. Details in respect of fraud reported by Auditors other than those which arereportable to Central Government

During the year under review the Statutory Auditors or Secretarial Auditors of theCompany have not reported any instances of frauds committed in the Company by its officersor employees as specified under Section 143(12) of the Companies Act 2013.

36. Industrial Relations:

The relations between the employees and the management were cordial and an atmosphereof understanding prevailed throughout the year.

37. Acknowledgements

The Board places on record their grateful appreciation for the assistance andco-operation received from the shareholders customers vendors bankers financialinstitutions regulatory and Governmental authorities in India and abroad.

For and on behalf of the Board of Directors
Sd/-
Pramodkumar Jain
Place : Mumbai Chairman & Managing Director
Date : July 06 2020 DIN:00380458