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DCW Ltd.

BSE: 500117 Sector: Industrials
NSE: DCW ISIN Code: INE500A01029
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VOLUME 143902
52-Week high 62.55
52-Week low 33.55
P/E 10.46
Mkt Cap.(Rs cr) 1,558
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 53.50
CLOSE 53.70
VOLUME 143902
52-Week high 62.55
52-Week low 33.55
P/E 10.46
Mkt Cap.(Rs cr) 1,558
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 Eighty Second (82nd) Annual Reporttogether with the Audited Financial Statements of your Company for the Financial Yearended March 31 2021.

1. Financial Highlights

31-03-2021 31-03-2020
Net Sales 146426.17 127727.68
Profit Before Depreciation 10104.64 4754.95
Less : Provisions
Depreciation 8737.13 8720.79
Profit Before Tax/(Loss) 1367.51 (3965.84)
Tax: Current Period 250.00 -
Previous Period - -
MAT Credit Reversals (Net of 260.91 -
Entitlement)
Profit/(Loss) After Current Tax & 856.60 (3965.84)
Tax Adjustments
Deferred Tax 477.29 (1289.68)
Profit after Tax/(Loss) 379.31 (2676.16)
Add: Balance brought forward 10562.80 13238.96
Profit available for Appropriation 10942.11 10562.80
Appropriations:
General Reserves - -
Proposed Dividend - -
Dividend Distribution Tax - -
Balance carried forward 10942.11 10562.80

2. Dividend

Due t o inadequate profits during the year from the of the Company and to conserve thecash your Board of Directors of the Company has not recommended any dividend for the yearon the equity shares of the Company. Your Company has not paid any interim Dividend duringthe year under review.

3. T ransfer to Reserves

T he Board of Directors has not recommended to transfer amount to General Reserves.

4. T ransfer to Investor Education and Pr otection Fund

Dur ing the year under review your Company has transferred unpaid/ unclaimed dividendamounting to Rs.10.95 lakhs and 1524707 Equity Shares to the Investor Education andProtection Fund (IEPF) Authority of the Central Government of India for the FinancialYear 2012-13.

5. Shar e Capital

Dur ing the year pursuant to the shareholders' approval dated February 18 2021 theCompany has increased its Authorised Share Capital from Rs.650000000/- (Rupees SixtyFive Crores) to Rs.700000000 (Rupees Seventy Crores). However there were noreclassification or sub-division of equity shares during the year under review.

F urther there is no change in the paid-up equity share capital of the Company.

E quity share capital of the Company as of March 31 2021 stood at Rs.522060742/-comprising of 261030371 equity shares having face value of Rs.2/- each.

6. Fund Raising

Issue of Warrants:

T he Board of Directors of your Company at its meeting held on January 25 2021 hadapproved raising of funds by way of issuance of up to 16710524 (One Crore Sixty SevenLakhs Ten Thousand Five Hundred & Twenty Four) Warrants convertible into equity sharesof Rs.2/- each of the Company at a price of Rs.19/- per equity share (including premium of

Rs.17/- per equity share) for each Warrant within a period of 18 (Eighteen) months fromthe date of allotment of the Warrants. The proposal was approved by the members at theirmeeting held on February 18 2021.

T he Company has received the in-principal approvals for the aforesaid issue from theNational Stock Exchange of India Limited (‘NSE') and BSE Limited (‘BSE') onMarch 24 2021 and accordingly the Company has issued and allotted 15791314 (One CroreFifty Seven Lakhs Ninety-one Thousand Three Hundred & Fourteen) Warrants convertibleinto equity shares in one or more tranches at a price of Rs.19/- per equity share(including premium of Rs.17/- per equity share) on Preferential Basis on April 7 2021 tothe Promoter Promoter's Group and Foreign Portfolio Investors. any

Issue of Debentures:

Dur ing the year under review the Company had Secured Unlisted Unrated RedeemableNon-Convertible Debentures each having a face value of Rs.100000/- aggregating toRs.12.92 Crore on a private placement basis.

F urther the Company has also issued and allotted rated unlisted secured OptionallyConvertible Debentures having face value of Rs.100000/- each & 35000 ratedunlisted secured redeemable Non-Convertible Debentures having face value ofRs.100000/- each on March 05 2021 to Kotak Special Situations Fund on a PrivatePlacement basis.

T he Company has received the in-principal approvals

BSE and NSE for the issue of aforesaid Optionally Convertible Debentures on February24 2021 and December 11 2020 respectively.

T he Company has been servicing payment of the interest the due dates.

7. Operations

T he sales for the yearRs.146426.17are lakhs compared to

Rs.127767.68 lakhs in the previous year. The profit for the year (before depreciation)was Rs.10104.64 lakhs against a profit of Rs.4754.95 lakhs in the previous year. Theprofit before tax amounted to Rs.1367.51 lakhs as against loss of Rs.(3965.84) lakhs inthe previous year. The profit after provision of current tax / taxes for the year isRs.856.60 lakhs against a loss of

Rs.(3965.84) lakhs for previous year and Profit after deferred tax was Rs.379.31 lakhsagainst loss of Rs.(2676.16) lakhs for previous year.

8. Exports

T he Company's exports were Rs.23788.70of lakhs as compared to Rs.30821.06 lakhs in theprevious year. This decline in Export Turnover is primarily on account of decline inquantity sold and realisation on sale of Synthetic Rutile (BI) during the year.

9. Division Wise Performance

a) PVC Division:

T he turnover of the division Rs.70815.87 was lakhs as compared to Rs.45409.88lakhs in the previous year the turnover of this division is increased compared toprevious year. This is primarily due to higher production & sale of PVC during theyear coupled with higher realisation. PVC demand and realisations were strong due toglobal supply constraints from mid-Q2 and rising global demand thereby leading to higherissued international prices.

T he Government has identified irrigation and infrastructure as thrust areas andincreased activity in these sectors are likely to boost demand of PVC. b) Caustic SodaDivision:

T he turnover of the division Rs.35570.97was lakhs as compared to Rs.46752.96 lakhs inthe previous year the turnover of this division is marginally lower compared to previousyear this was mainly due to demand for the product getting affected on account ofCOVID-19 pandemic during the year.

c) Soda Ash Division:

T he turnover of the division Rs.17869.53was on lakhs as compared to Rs.19826.49 lakhsin the previous year the turnover of this division is lower compared to previous yearwhich is primarily due to lower production coupled with decrease in realisation on salesduring the year. The demand for the product got affected due to COVID-19 pandemic and alsothe production particularly got affected during the first quarter of the year due tolockdown declared by various state governments and central government during the pandemicwhich had affected both production and movement of finished goods. 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:

T he turnover of the division Rs.5977.31waslakhs as compared to Rs.3963.70 lakhs in theprevious year an increase of 51% 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.

T he product has been well accepted international as well as domestic market and thecompany is developing wider customer base for this product in both the markets.

e) C-PVC Division:

T he turnover of the division Rs.14857.25 lakhs aswas compared to Rs.10294.88 lakhs inthe previous year an increase of 44% during the year. The product has been well acceptedby the customers. CPVC Resin was embarked by the Company as a Make in India initiative.

10. Management Discussion and Analysis Report

M anagement's Discussion and Analysis Report for the under review as stipulated underRegulation 34 of Listing Regulations is presented in a separate section forming part ofthe Annual Report.

11. Boar d of Directors & Key Personnel (KMPs)

M r. Mahesh Vennelkanti (DIN: 036333359) was as a Non-Executive Independent Director ofthe Company pursuant to the provisions of Section 149 of the Companies Act 2013("Act') read with the Companies (Appointment and Qualification of Directors) Rules2014 for a term of two consecutive years commencing from June 28 2019 to June 27 2021 bythe Members of the Company at its Annual General Meeting held on September 30 2019("first term"). Accordingly pursuant to the provisions of Section 149 of theCompanies Act 2013 and rules made thereunder the first term of Mr. Mahesh Vennelkanti(DIN: 036333359) as an Independent Director of the Company concluded on June 27 2021.

R egulation 17(1A) of the Listing Regulations inter provides that a listed Companyshall not appoint a person or continue the directorship of any person aged 75 years ormore as a Non- Executive Director unless a special resolution is passed to that effect.

T he Board based on the performance evaluation as per the recommendation of theNomination and Remuneration Committee ("NRC") considers that given hisbackground and experience and contributions made by him during his tenure the continuedassociation of Mr. Mahesh Vennelkanti (DIN: 036333359) would be beneficial to the Companyeven after attaining the age of Seventy-Five (75) years and it is desirable to continue toavail his services as an Independent Director. Accordingly it is proposed to re-appointhim as an Independent Director of the Company not liable to retire by rotation for asecond term of 5 (five) consecutive years on the Board of the Company w.e.f. June 282021.

D etails of Mr. Vivek Shashichand Jain (DIN: 00502027) and

Mr. Mahesh Vennelkanti (DIN: 036333359) are provided in the "Annexure - I" tothe Notice in accordance with the provisions of (i) Listing Regulations and (ii)Secretarial Standard on General Meetings ("SS-2") issued by the Institute ofCompany Secretaries of India.

P ursuant 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 year Independence as prescribed in the CompaniesAct 2013 and the Listing Regulations and are not aware of any situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargeduties as an Independent Director with an objective independent judgement and without anyexternal influence. Further veracity of the above declarations has been assessed by theBoard in accordance with Regulation 25(9) of the Listing Regulations.

F urther declaration in compliance with Rule 6(3) of the

Companies (Appointment and Qualification of Directors) Rules 2014 as amended byMinistry of Corporate Affairs ("MCA") Notification dated October 22 2019regarding the requirement relating to enrollment in the Data Bank created by MCA forIndependent Directors has been received from all the Independent Directors.

T he Company has formulated a policy on ‘familiarisation programme for independentdirectors' which is available on the Company's website at the link: http://www.dcwltd.com/pdf/policy/policy.zip. -alia P ursuant 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. Vimal Jain and Chief Financial Officer Mr. DilipDarji Company Secretary & Compliance Officer and Mr. Amitabh Gupta Chief ExecutiveOfficer are the Key Managerial Personnel of the Company.

12. Performance Evaluation

P ursuant to the provisions of the Companies Act 2013 and

SEBI (LODR) Regulations 2015 the Board has carried out an Annual PerformanceEvaluation of its own performance the Directors individually as well as the evaluation ofthe working of its various Committees. The Board of Directors expressed their satisfactionwith the evaluation process.

I n a separate meeting held on March 30 2021 the evaluation of the ChairmanNon-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The Independent Directors expressed their satisfaction with the evaluationprocess.

T he performance evaluation of all the Directors and the Board was carried out by theNomination & Remuneration Committee Independent Directors and Board at theirrespective meetings.

13. Succession Plan

T he Board of Directors has satisfied itself that plans place for orderly successionfor appointment to the Board of Directors and Senior Management.

14. Particulars of employees

14.1 T he information required under Section

Companies Act 2013 and Rule 5 (2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report as Annexure ‘A'.

14.2 I nformation required under Section 197 of with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:

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 22.06
Mr. Bakul Jain 22.06
Mr. Mudit Jain 22.06
Mr. Vivek Jain 22.06
Independent Directors Ratio to median remuneration
Mr. Salil Kapoor 0.06
Ms. Sujata Rangnekar 0.13
Mr. Krishnamoorthy 0.15
Krishnan
Mr. Mahesh Vennelkanti 0.14

*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. However the Company has revised the remuneration of Mr. Dilip DarjiGeneral Manager (legal) & Company Secretary by 15% during the Financial Year as perthe agreed terms. in c The percentage. increase in the median remuneration of employees inthe financial year : 4.80%

d The number. of permanent employees on the of the rolls of Company : 1740 e Average.percentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile read increasein the managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration:

The average increase in remuneration is 4.80% for employees other than ManagerialPersonnel and there was no increase in the Managerial Remuneration except as mentionedabove.

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

T he Shareholders of the Company at it'sth Annual78 General Meeting (AGM)held 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 AnnualGeneral Meeting to be held in the calendar year 2022 to conduct the audit of the Accountsof the Company subject to rati_cation at each AGM upto 83rd AGM at suchremuneration as may be mutually agreed upon between the Board of Directors of the Companyand the Auditors.

POSITIVE TRANSFORMATION 39

T he requirement of ratification of auditors' appointment by Members at every AGM hasbeen done away by the Companies (Amendment) Act 2017 with effect from May 7 2018 as thefirst proviso to Section 139(1) of the Companies Act 2013 has been deleted. Accordinglyno resolution is being proposed for ratification of appointment of Statutory Auditors atthe ensuing AGM.

M/s . Chhajed & Doshi has furnished a certificate of eligibility and consent undersection 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014 fortheir continuance as the Auditors of the Company for the FY 2021 - 22. In terms of theListing Regulations the Auditors have confirmed that they hold a valid certificate issuedby the Peer Review Board of the ICAI.

T he Statutory Auditors' Report contains the remarks:

(i) T he Company has delayed in depositing statutory dues with appropriate authoritieswithin prescribed due dates as detailed in point (vii) of Annexure A to StatutoryAuditors' Report.

Management's Reply: The delay in depositing statutory dues were due to Company'soperating cash flows getting affected due to Covid-19 pandemic. However subsequently thesame has been paid by the Company and there is no overdue outstanding for the saidstatutory dues.

(ii) T he Company's trade receivables are confirmation as at March 31 2021 possibleeffect(s) of the same on the assets liabilities or profit if any is not ascertainable.

Management's Reply: Due to Covid-19 pandemic situations and lockdown restrictionsimposed by various states governments some of the Company's vendors / customers wereconstrained in giving the balance confirmation which were subsequently given to theCompany.

16. Inter nal Auditors

T he Board of Directors at their meeting held on July

2020 had appointed M/s. PKF Sridhar and Santhanam LLP Chartered Accountants asInternal Auditors of the Company for the FY 2020-21. The Internal Auditors have beenperiodically reporting to the Audit Committee with regards to their audit process and keyaudit findings during the year.

F urther on the recommendation of the Audit Committee the

Board of Directors at their meeting held on May 21 2021 have re-appointed M/s. PKFSridhar and Santhanam LLP Chartered Accountants as an Internal Auditor of the Company tocarry out the Internal Audit for FY 2021-22.

17. Cost Records and Cost Audit

A s per Section 148 of the Companies Act 2013 read with their the Companies (CostRecords and Audit) Rules 2014 your Company is required to maintain cost records andaccordingly such accounts and records are maintained.

T he Board had appointed M/s. N. D. Birla & Co. Ahmedabad and M/s. R. Nanabhoy& Co. Mumbai Cost Accountants as Cost Auditors for conducting the audit of costrecords of the Company for the Financial Year 2020-21.

P ursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit) Rules 2014 the Board of Directors on the recommendation of various the AuditCommittee have appointed M/s. N. D. Birla & Co. Ahmedabad 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 2021-22.

M/s . N. D. Birla & Co. Ahmedabad and M/s. R. Nanabhoy

& Co. Mumbai Practicing Cost Accountants have confirmed that their appointmentare within the limits of Section 141(3)(g) of the Companies Act 2013 and have alsocertified that they are free from any disqualification specified under Section 141 andproviso to Section 148(3)to of the Act.

A s 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 theirrati_cation. Accordingly a resolution seeking Shareholders' rati_cation for remunerationpayable to M/s. N. D. Birla & Co. Ahmedabad and M/s. R. Nanabhoy & Co. MumbaiPracticing Cost Accountants is included in the Notice convening the Annual GeneralMeeting.

18. Secr etarial Auditor and Secretarial 06 Audit Report

P ursuant to the provisions of Section 204 of the

Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Board of Directors on the recommendation of the AuditCommittee had appointed M/s S. K. Jain

& Co. Practicing Company Secretaries to conduct the Secretarial Audit of theCompany for the Financial Year 2020-21.

T he Secretarial Auditor has conducted an audit as applicable provisions of theCompanies Act 2013.

T he Secretarial Audit Report given by the Secretarial in Form No. MR-3 as per theprovisions of Section 204 of the Companies Act 2013 read with Rules framed thereunder forthe financial year ended March 31 2021 has been annexed to this Board Report and markedas Annexure ‘B' and forms part of the Annual Report. The Secretarial Audit Reportcontains the following remarks:

(i) During the period under review SEBI has issued warning letter bearing Referencenumber SEBI/HO/ CFD/DIL1/OW/14251/P/2020 dated September 03 2020 to the Company and itsCompany Secretary with respect to Violation of Regulation 163(2) of SEBI (ICDR) 2018 fornot placing Auditors certificate before the shareholders in the Extraordinary GeneralMeeting held on 26th July 2019 for considering preferential issue and advisedthem to be more careful in the future.

Management's Reply: The Board has taken note of the above warning letter. Further theabove observation/ remarks made by the Secretarial Auditors in their report areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

(ii) During the year under review the Company has delayed in depositing undisputedstatutory dues including provident fund employee's state insurance with appropriateauthorities.

Management's Reply: Due to Covid-19 pandemic situations and lockdown restrictionsimposed by various states governments some of the Company's vendors / customers wereconstrained in giving the balance confirmation which were subsequently given to theCompany.

19. Annual Secretarial Compliance Report

I n compliance with the Regulation 24A of the

Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8 2019 theCompany has undertaken an audit for the Financial Year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulyissued by M/s S. K. Jain & Co has been submitted to the Stock Exchanges within theprescribed timelines and is annexed at Annexure ‘C' to this Board's Report.

Annual Secretarial Compliance Report contains the following the remarks:

Dur ing the period under review SEBI has issued letter bearing Reference numberSEBI/HO/CFD/DIL1/ OW/14251/P/2020 dated September 03 2020 to the Company and its CompanySecretary with respect to Violation of Regulation 163(2) of SEBI (ICDR) 2018 for notplacing Auditors certificate before the shareholders in the Extraordinary General Meetingheld on 26th July 2019 for considering preferential issue and advised them tobe more careful in the future.

M anagement's Reply: The Board has taken note of the warning letter. Further the aboveobservation/remarks made by the Secretarial Auditors in their report are self-explanatoryand therefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

20. Secretarial Standards

T he Company has complied with the applicable

Standards. The Directors state that applicable Secretarial Standards i.e. SS-1 andSS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

21. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

I nformation on conservation of energy absorption foreign exchange earnings and outgo required to be given pursuant to provision of Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 is annexed to this report as Annexure‘D' and forms part of it.

Dur ing the year under review. the Company has

Rs.109.46 lakhs for Research and Development.

22. Deposits / Loans & Advances Guarantees or Investments

Y our Company has not accepted any deposits from public during the year under review.The particulars of loans/ advances guarantees and investments under Section 186 of theCompanies Act 2013 are furnished in the notes forming part of the Financial Statements.

23. Credit Ratings

T he Credit Rating and change/revision in the Credit Ratings for the financialfacilities availed by the Company from time to time are provided in the CorporateGovernance Report forming part of the Annual Report.

24. Subsidiaries/Associate/Joint Venture Companies

Y our Company does not have any Subsidiary/Associate/ Joint Venture Company.

25. Risk Management Policy

Y our Company laid down Risk Management Policy and it made available on the website ofthe Company. However the provisions related to Risk Management Committee are notapplicable to the Company.

26. Establishment of Vigil Mechanism

Y our 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.

27. Board Meetings

Dur ing the Financial Year 2020-21 6 (Six) Board were held. For details thereof kindlyrefer to the section ‘Board of Directors " – "Board Meetings' in theCorporate Governance Report. The intervening gap between two consecutive meetings waswithin the period prescribed under the Companies Act 2013 Secretarial Standards on BoardMeetings and SEBI LODR as amended from time to time.

28. Committees of the Board

T he 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) Regulations 2015 and as determined bythe Board. Meeting of each of these committees are convened by the respective Chairpersonof the Committees 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.

28.1 Audit Committee

T he Company has duly constituted the Audit

Committee in line with the requirements prescribed under the provisions of theCompanies Act 2013 and SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 comprises 3 Independent Directors and Ms. Sujata Rangnekar is theChairperson of the Committee and other members of the Committee are Mr. Mahesh Vennelkantiand Mr. Krishnamoorthy Krishnan and they possess sound knowledge on accounts auditfinance taxation Internal Control etc.

T he details of meetings of the Committee held is during the financial year underreview along 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.

T he 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.

28.2 Nomination & Remuneration Committee & Policy

T he Company has duly constituted Nomination

& Remuneration Committee to align with the requirements prescribed under theprovisions of the Companies Act 2013 and SEBI (Listing obligations and DisclosureRequirements) Regulations 2015. The Nomination & Remuneration Committee comprises of3 Independent Directors and Ms. Sujata Rangnekar is the Chairperson of the Committee andother members of the Committee are Mr. Mahesh Vennelkanti and Mr. Krishnamoorthy Krishnan.

T he 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.

T he Company Secretary of the Company acts as

Secretary of the Committee.

T he Board has framed a policy for appointment of Directors Senior Management andtheir Remuneration in accordance with the provisions of the Companies Act 2013 and SEBI(LODR) Regulations 2015. The policy provides for determining qualification positiveattributes and independence of a Director. The Policy is available on the Company'swebsite at the link: http://www.dcwltd. com/pdf/policy/policy.zip.

28.3 Stakeholders Relationship Committee

T he Company has duly constituted

Relationship Committee to align with the requirements prescribed under the provisionsof the Companies Act 2013 and SEBI (Listing obligations and Disclosure Requirements)Regulations 2015 comprises 3 members viz. Mr. Krishnamoorthy Krishnan is the Chairman ofthe Committee and other members of the Committee are Mr. Pramodkumar Jain and Mr. BakulJain.

T he details of meetings of the during the financial year under review along withattendance of members thereof composition and changes if any in the composition andRole of the Stakeholders Relationship Committee and status of grievances received fromvarious stakeholders during the financial year are furnished in the Corporate GovernanceReport Section of the Board' Report.

T he Company Secretary of the Company Secretary of the Committee.

28.4 Corporate Social Responsibility (CSR) Committee

P ursuant to Section 135 of the Companies and the relevant rules the Board hasconstituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship ofMr. 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 and is available on the company's website at thelink: http://www.dcwltd.com/pdf/policy/policy. zip. Other details for the CSR activitiesas required under Section 135 of the Companies Act 2013 are given in the CSR Report isannexed hereto marked as Annexure ‘E'.

T he details of meetings of the Committee the financial year under review along withattendance and of members thereof composition and changes if any in the composition ofCSR Committee is provided in the Corporate Governance Report annexed to this Report.

T he Company Secretary of the Company Secretary of the Committee.

28.5 Internal Complaints Committee

T he Company has zero tolerance on sexual at workplace. The Company has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace and hasalso established an Internal Complaints Committee as stipulated by The Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and rules madethereunder.

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

29. Annual Return

P ursuant to Sections 134(3)(a) and 92(3) of the

Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014the Annual Return of the Company is available on it's website at actshttp://www.dcwltd.com/pdf/annualreturn/annualreturns. as pdf

30. Details in respect of adequacy

Act 2013

of internal financial controls with reference to the financial statements

A str ong internal control culture is pervasive Company. The Company has implemented arobust and comprehensive internal control system for all the major processes to ensurereliability of financial reporting timely feedback on achievement of operational andstrategic goals compliance with policies procedures laws and regulations safeguardingof assets and economical and efficient use of resources. The Internal Auditorscontinuously monitor efficiency of internal controls with objective of providing to theaudit committee and the board of directors an independent objective and reasonableassurance on the adequacy and effectiveness during of the organisation's risk managementcontrols and governance processes.

Y our Company operates in SAP ERP environment has its accounting records stored in anelectronic 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.

31. Related Party Transactions:

T he Company has formulated a policy on materiality related party transactions andmanner of dealing with related party transactions which is available on the Company'swebsite at the link: 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. Accordingly thedisclosure of related party transactions as required under Section 134(3)(h) of theCompanies Act 2013 (‘the Act') in Form No. AOC-2 is not applicable to the Companyfor FY 2020-21 and hence the same is not provided.

All transactions with related parties were reviewed and approved by the AuditCommittee. Omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and on an arm's lengthbasis. A statement giving details of all related party transactions entered pursuant toomnibus approval so granted is placed before the Audit Committee on a quarterly basis forits review.

D etails of transactions contracts and entered into with related parties by theCompany during FY 2020-21 is given under Notes to Accounts annexed to FinancialStatements which forms part of this Annual Report.

32. Corporate Governance Report

T he report on Corporate Governance as stipulated

Regulation 34 of the SEBI Listing Regulations forms part of the Annual Report asAnnexure ‘F'. and T he requisite certificate from M/s S. K. Jain & Co.Practicing

Company Secretary confirming compliance with the conditions of Corporate Governance asstipulated under schedule-V of the SEBI (LODR) Regulations 2015 is attached to the reporton Corporate Governance.

33. Business Responsibility Report

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

34. Dir ectors' Responsibility Statement

I n terms of Section 134(5) of the Act in relation to the audited financial statementsof the Company for the year ended March 31 2021 your Directors hereby confirm that:

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

B. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit 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. thedirectors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.

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.

35. Significant/Material Orders passed by the Regulators

T here are no significant/material orders passed by Regulators or Courts or Tribunalsimpacting the going concern status of the Company and its operations in future.

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

Ex cept as disclosed elsewhere in the Report there 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.

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

Dur ing the year under review the Statutory Secretarial Auditors of the Company havenot reported any instances of frauds committed in the Company by its officers or employeesas specified under Section 143(12) of the Companies Act 2013.

38. Industrial Relations

T he relations between the employees and the were cordial and an atmosphere ofunderstanding prevailed throughout the year.

39. General

Y our Directors state that no disclosure or reporting required in respect of thefollowing matters as there were no transactions on these matters during the year underreview:

l Issue of equity shares with differential rights as to dividend voting orotherwise.

l Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.

l T here has been no change in the nature of business the Company.

the l T here is no proceeding pending under the and Bankruptcy Code 2016.

l T here was no instance of one time settlement any Bank or FinancialInstitution.

l T here was no revision in the previous statements of the Company.

have40. Cautionary Note

Stat ement in this report describing the 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.

41. Acknowledgements

or T he Board of Directors places on record their appreciation for the assistance andco-operation received from the shareholders customers vendors bankers financialinstitutions regulatory and Governmental authorities in India and abroad.

T he Board of Directors also recognize and the efforts of all the employees thatensured accelerated growth in a challenging business environment.

For and on behalf of the Board of Directors
Pramodkumar Jain
Place : M umbai Chairman & Managing Director
Date : M ay 21 2021 DIN : 00380458

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