Your Directors hereby present their report on the business and operations of theCompany and the financial statements for the year ended March 31 2021.
1. FINANCIAL RESULTS
The financial statements for the year ended March 31 2021 have been prepared inaccordance with Indian Accounting Standards (Ind AS) notified under the Companies (IndianAccounting Standards) Rules 2015 read with Section 133 of Companies Act 2013 (theAct') and other relevant provisions of the Act. There are no material departuresfrom the prescribed norms stipulated by the Accounting Standards in preparation of theannual accounts.
The following are the financial highlights for the Financial Year 2020-21.
(Rs in Lakhs)
|Particulars ||FY ||FY |
| ||2020-21 ||2019-20 |
| ||Audited ||Audited |
|Revenue from Operations ||5054.10 ||4822.85 |
|Other Income ||182.82 ||246.10 |
|Total ||5236.92 ||5068.95 |
|Profit before Depreciation ||1017.66 ||1294.58 |
|Exceptional items and Tax Expense || || |
|Less: Depreciation/ Amortization/ ||260.23 ||259.26 |
|Impairment || || |
|Profit before Exceptional items and ||757.43 ||1035.32 |
|Tax Expense || || |
|Exceptional Items ||- ||- |
|Profit/(Loss) before Taxation ||757.43 ||1035.32 |
|Less: Tax Expense (Current & ||192.86 ||222.51 |
|Deferred) || || |
|Net Profit ||564.57 ||812.81 |
|Other Comprehensive Income/ ||(0.28) ||(2.05) |
|(Loss) (net of tax) || || |
|Total Income for the year ||564.29 ||810.76 |
Note:_Previous_year's_figures_have_been_regrouped_for_comparison_purposes_with_current_ year's_ presentation_ wherever_necessary.
2. OVERVIEW OF COMPANY OPERATIONS & PERFORMANCE
The Company is primarily a manufacturer of Electrolytic Products such as anodescathodes electrochlorinators and Water Technology products and is managedorganizationally as a single unit. The operations of the Company have been stable but themanagement is focusing on improving the profitability in a sustainable manner.
The Pandemic COVID-19 has severely impacted business globally including India. Thishas created disruption in global supply chain and adversely impacting most of the businesssectors which has resulted in a global slowdown including India.
During the year under review there was severe disruption in regular businessoperations due to COVID-19 pandemic forced nationwide lockdown and other restrictions. TheCompany had to temporarily shut down and scale down manufacturing operations in line withthe directives issued by Central and State Governments. The operations of the Company wereresumed pursuant to the relaxations or necessary permissions from concerned authoritiesand after undertaking necessary health and safety measures as per the guidelines issued bythe government and health authorities.
The Management has made an assessment of impact of the pandemic on the Company'soperations financial performance liquidity internal financial reporting and control andfinancial position and based on the management's review of the current indicators andeconomic conditions there is no material impact on financial statements as at March 312021. The assessment of impact of COVID -19 is a continuing process given theuncertainties associated with the nature and duration of the pandemic. The Company willcontinuously monitor any material changes to future economic conditions and business ofthe Company.
Despite the challenges due to COVID-19 situation the turnover of the Company was Rs5054.10 lakhs for the year ended March 31 2021 as compared to Rs 4822.85 lakhs in theprevious year. The Company's Profit from Operations for the year ended March 31 2021 wasRs 757.43 lakhs as compared to Rs 1035.32 lakhs in the previous year.
The Profit after tax for the year ended March 31 2021 was Rs 564.29 lakhs as comparedto Rs 810.76 lakhs for the previous year ended March 31 2020.
The Board of Directors has recommended payment of dividend at the rate of 10% (i.e. Rs1 per equity share of Rs 10/- each) for the financial year ended March 31 2021 subject tothe approval of Members at the 32ndAnnual General Meeting (AGM').
The entire undistributed profit after tax is carried forward in the profit and lossaccount and no amount has been transferred to reserve for the financial year ended March31 2021.
5. SHARE CAPITAL
The paid-up equity share capital of the Company as on March 31 2021 was Rs 530.86lakhs comprising of 5308634 equity shares of Rs 10 each. During the year under reviewthere has been no change in the capital structure of the Company.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change in Board composition:
Mr. Francesco L'Abbate (DIN:08063332) was appointed as regular Non-ExecutiveNon-Independent Director being liable to retire by rotation on the Board of Directors ofthe Company by Members at the AGM held on September 23 2020.
In term of Section 152 of the Act Mr. Robert Scannell (DIN: 06818489) Non-ExecutiveNon-Independent Director being liable to retire by rotation was re-appointed by theMembers at the AGM held on September 23 2020.
Ms. Sarita D'Souza (DIN: 06949439) resigned as Non- executive and Independent Directorof the Company with effect from close of business hours of January 02 2021 due topersonal reasons.
Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company has appointed Mr. Purushottam S. Mantri (DIN: 06785989) as anAdditional Director (Non-Executive and Independent Director) of the Company with effectfrom February 05 2021 to hold office up to the date of ensuing Annual General Meeting.
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164(2) of the Companies Act 2013.
Directors seeking appointment/ re-appointment
In compliance with the Section 152 Act Mr. Francesco L'Abbate Non-executiveNon-Independent Director retires by rotation at the ensuing AGM and being eligible forre-appointment offers himself for reappointment.
The Nomination & Remuneration Committee (NRC') and the Board have recommendedappointment of Mr. Purushottam S. Mantri as Non-Executive Independent Director at theensuing AGM for a term of five consecutive years commencing from February 05 2021 up toFebruary 04 2026.
Brief resume and other details of the Director(s) being appointed/re-appointed at theensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of CompanySecretaries of India and Regulation 36 of the SEBI (LODR) Regulations is separatelydisclosed in the Notice of the 32nd AGM.
Key Managerial Personnel (KMP)
Mr. Vinay Chopra Managing Director Mr. Deepak Nagvekar Chief Financial Officer andMr. Shrikant Pai Company Secretary continued to be the Key Managerial Personnel of theCompany in accordance with the provisions of Section 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as on thedate of this Report.
7. BOARD MEETINGS
During the financial year four (4) meetings of the Board of Directors were held thedetails of which are given in the Corporate Governance Report which forms part of theBoard's Report. The intervening gap between two consecutive meetings was within the periodprescribed under the Companies Act 2013 as amended from time to time.
8. COMMITTEES OF THE BOARD
The Board has 4 Committees: - i. Audit Committee ii. Nomination & RemunerationCommittee iii. Stakeholder's Relationship Committee iv. Corporate Social ResponsibilityCommittee
Details of all the committees along with their composition terms of reference andmeetings held during the year are provided in the Report on Corporate Governance as partof this Annual Report.
9. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Actthe Directors confirm to the best of their knowledge and belief that: a. in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures if any; b. the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit and loss ofthe 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 be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and f. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
10. INDEPENDENT DIRECTORS
The Independent Directors of the Company have submitted requisite declarationsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 read with Regulation 16(1)(b) and 25(8) of Listing Regulationsand have confirmed that they are not aware of any circumstance or situation which existsor may be anticipated that could impair or impact their ability to discharge their duties.The Independent Directors have also confirmed that they have complied with the Company'sCode of Conduct.
All Independent Directors have registered their name in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs. In the opinion of the Boardthe Independent Directors possess the requisite expertise experience integrity andproficiency required for appointment as Independent Director of the Company.
11. BOARD PERFORMANCE EVALUATION
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors of the Company in theirmeeting held on June 03 2020 carried out annual performance evaluation of its ownperformance that of its committees and individual Directors in accordance with theparameters for such evaluation formulated by the Nomination and Remuneration Committee. NoDirector participated in his / her own evaluation. This exercise was carried out through astructured questionnaire prepared separately for the Board Committees and individualDirectors.
Board evaluation considers various aspects of the functioning of the Board such asBoard members' understanding of their roles and responsibilities adequacy of Boardcomposition Board meetings and the reporting process time devoted by the Board to theCompany's long-term strategic issues quality and transparency of Board discussionsachievement of corporate objectives quality quantity and timeliness of the informationbetween Board members and Management etc.
Performance of the Committees is evaluated on the basis of their effectiveness incarrying out their respective mandates committee compositions regularity of its meetingsetc.
The performance of individual directors was evaluated on parameters such asparticipation and contribution to Board deliberations ability to guide the Company in keymatters and knowledge and understanding of relevant areas were received by the Board forindividual feedback.
The Independent Directors reviewed the performance of the Non-Independent DirectorsChairman and the Board taking into account the views of Executive Directors andNon-Executive Directors at a separate meeting of Independent Directors held on June 032020 without the attendance of Non-Independent Directors and members of the Management.
The Directors were satisfied with the Company's standard of governance itstransparency meeting practices and overall Board effectiveness. The outcome of theevaluation process was discussed and deliberated at the Board meeting. The Board ofDirectors also expressed their satisfaction towards the process followed by the Companyfor evaluating the performance of the Directors Board and its Committees.
12. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of Regulation 34(2)(e) of Listing Regulations the Directors' comments on theoperations performance and future outlook of the Company is given in the Management'sDiscussion and Analysis appended to the Board's Report as Annexure - I'.
13. AUDIT COMMITTEE
The Audit Committee is duly constituted as per the provisions of the Act read withapplicable Rules framed thereunder and the Listing Regulations. The details pertaining tothe composition of the Audit Committee number of meetings etc. are provided in theCorporate Governance Report which forms part of this Report. All the recommendations madeby the Audit Committee during the year under review were accepted by the Board ofDirectors.
14. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and onarm's length' basis. All the related party transactions are placed before the AuditCommittee for approval. An omnibus approval of the Audit Committee is obtained for therelated party transactions which are repetitive in nature. The Audit Committee reviews alltransactions entered into pursuant to the omnibus approval so granted on a quarterlybasis.
During the year under review the Company had obtained approval for entering intoMaterial Related Party Transactions i.e. transactions exceeding ten percent of theannual turnover as per the last audited Financial Statements of the Company with IndustrieDe Nora S.p.A Italy and De Nora Italy S.r.l. Italy. The details of these transactions incompliance with Section 134(3)(h) of the Act are disclosed in Form AOC-2 as Annexure-II' and forms part of this report. Disclosure on related party transactions as per INDAS-24 have been provided under Note no. 31 of the financial statement.
In line with the requirements of the Companies Act 2013 and Listing Regulations theCompany has formulated a Policy on Related Party Transactions which can be accessed on theCompany's website at https://india.denora.com/company/shareholder-information.html
15. PARTICULARS OF REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND EMPLOYEES
Information as per Section 197(12) of the Companies Act 2013 read with Rules 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is givenin Annexure - III' to this report.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not provided since there were no employees who weredrawing remuneration more than Rs 102 lakhs per annum during the year or Rs 8.5 lakhs permonth if employed for part of the financial year under review.
The Company does not have any was employed throughout the financial year or a partthereof and was in receipt of remuneration in that year which in the aggregate or as thecase may be at the rate which in aggregate is in excess of remuneration drawn by theManaging Director and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the Company.
16. REMUNERATION POLICY & BOARD MEMBERSHIP CRITERIA
On the recommendation of the Nomination and Remuneration Committee the Company has putin place a Nomination & Remuneration Policy for the Directors Key ManagementPersonnel and the Senior Management Employees. The salient feature of this policy is tolay down the criteria for membership to the Board and Senior Management positions in theCompany and to ensure that the level and composition of remuneration paid to theDirectors KMPs and Senior Management Employees is reasonable and sufficient to attractmotivate and retain their high caliber talent.
The Nomination and Remuneration Committee works with the Board to determine theappropriate characteristics skills and experience for the Board as a whole and itsindividual members with the objective of having a Board with diverse backgrounds andexperience. The characteristics expected of all
Directors include independence integrity qualification experience high personal andprofessional ethics sound business judgment ability to participate constructively indeliberations to assist the Board in fulfilling its responsibilities and willingness toexercise authority in a collective manner.
Details of the remuneration paid to the Board of Directors is provided in the CorporateGovernance Report. During the year under review no changes were made to the above policy.
The Policy is available on the Company's website athttps://india.denora.com/company/shareholder-information.html.
17. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the website of the Company viz. india. denora.com.
18. INTERNAL FINANCIAL CONTROLS (IFC')
The Board of Directors confirm having internal financial controls and that suchinternal financial controls are adequate and were operating effectively with nosignificant deficiency or material weakness. The main aim of the IFC is to ensure who thatall the assets of the Company are safeguarded and protected compliance of all lawsapplicable to the Company proper prevention and detection of frauds and errors and alltransactions are authorized recorded and reported appropriately. These controls areroutinely tested and certified by the Statutory as well as the Internal Auditors. TheAudit Committee of the Board periodically reviews the adequacy and effectiveness of theCompany's internal control systems and monitors the implementation of the auditrecommendations.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company has formulated a Policy on Corporate Social Responsibility which can beaccessed on Company's website at https://india.denora.com/company/shareholder-information.html
Annual report on CSR activities for the financial year ended 2020-21 in the formatprescribed under Section 135 of the Act read with Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 is set out in Annexure IV' of thisreport.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Conservation of Energy
The Company has always been conscious of the need for conservation of energy and hasbeen sensitive in making progress towards this end. Though the manufacturing activities ofthe Company involve consumption of energy it is not of major significance and nosubstantial investment was made for reduction of energy consumption. However followingefforts were initiated by the Company to conserve energy in the best possible way.
(i) The steps taken or impact on conservation of energy;
DNI is in process of getting Certification for ISO 50001:2018 for Energy management.Tentative implementation will be by the end of 2021. Modifications and Energy meterinstallation works have already been commenced.
(ii) The steps taken by the Company for utilizing alternate sources of energy;
The Solar Energy concept will be given a further thrust towards Capex approval andimplementation
(iii) The capital investment on energy conservation equipment's;
Introduction of new capital equipments in manufacturing activities has helped inconservation of energy at low level.
Research and Development (R&D') & Technology absorption
The Company has an ongoing technical collaboration for Ion Exchange MembraneElectrolysers for chlor-alkali industry electrochlorinators for water treatment andcathodic protection (anti corrosion) systems. The Company did not incur any expenditure onR&D during the year under review.
Foreign Exchange Earnings & Outgo
Foreign Exchange Earnings - Rs 2303.30 Lakhs
Foreign Exchange Outgo - Rs 1498.13 Lakhs
21. RISK MANAGEMENT
The Company has put in place a robust Risk Management framework to identify andevaluate business risks. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance the Company's competitive advantage. Theassessment of the risks covers business risks operational risks physical risksregulatory risks fraud risks people risk information risk information technology risksand other risks which are identified and prioritized based on severity likelihood andeffectiveness of current detection. Such risks are reviewed by the Senior Management on ayearly basis. These are discussed at the meetings of the Audit Committee and the Board.These have also been reported and discussed in the Management Discussion and AnalysisReport annexed to the annual report.
22. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Companies Act 2013 the rules prescribedthereunder and the Listing Regulations is implemented through the Company's Whistle BlowerPolicy to enable the Directors employees and all stakeholders of the Company to reportgenuine concerns/ grievances about illegal or unethical practices in the Company actualor suspected fraud or violation of the Company's Code or Policies. The vigil mechanism isoverseen by the Audit Committee and provides adequate safeguards against victimization ofpersons who use such mechanism. It provides mechanism for stakeholders for direct accessto the Chairman of the Audit Committee. During the year under review there has been noincidence reported to the Audit Committee under the aforesaid mechanism.
The detailed Policy may be accessed on the Company's website at the linkhttps://india.denora. com/company/shareholder-information.html.
23. STATUTORY AUDITORS
M/s. MSKA & Associates Chartered Accountants (ICAI Firm Registration No. 105047W)were appointed as the Statutory Auditor of the Company at the 29th AnnualGeneral Meeting held on September 26 2018 to hold office for a term of five years fromthe conclusion of said meeting till the conclusion of 34th Annual GeneralMeeting to be held in the year 2023. The Auditors' Report to the Members on the FinancialStatements for the year ended March 31 2021 forms part of the annual report and does notcontain any qualification / reservations or adverse comments.
As required under the provisions of Section 139(1) and 141 of the Companies Act 2013read with the Companies (Accounts and Auditors) Rules 2014 the Company has received acertificate from the auditors to the effect that they are eligible to continue asStatutory Auditor of the Company.
24. SECRETARIAL AUDIT
In terms of the provisions of Section 204 of the Act read with Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed Mr. Sadashiv V. Shet Practicing Company Secretary (COP No. 2540) as theSecretarial Auditor for conducting the Secretarial Audit of the Company for the FinancialYear ended March 31 2021.
The report of the Secretarial Auditor is appended as Annexure - V' Thesaid report does not contain any . qualification reservation or adverse remark.
25. COST AUDIT
The maintenance of cost records is not applicable to the Company as per the Companies(Cost Records and Audit) Rules 2014 prescribed by the Central Government under Section148(1) of the Companies Act 2013.
26. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is in compliance with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Act.
27. CORPORATE GOVERNANCE
The Company has complied with the provisions relating to corporate governance asprovided under the Listing Regulations. In compliance with Regulation 34 of the ListingRegulations read with Schedule V thereto a detailed report on Corporate Governance alongwith the Auditor's Certificate confirming thereon forms part of this Report as AnnexureVI'.
28. PARTICULARS OF INVESTMENTS LOANS AND GUARANTEES
Details of investment loans/advances and guarantees covered under the provisions ofSection 186 of the Companies Act 2013 for the financial year 2020-21 are provided in thenotes to the Financial Statements which forms part of this annual report.
The Company has not made any loan or advances in the nature of loans to its HoldingCompany or to Firms/ Companies in which the Directors are interested. Hence disclosurepursuant to Regulation 34(3) read with Part A of Schedule V of the Listing Regulations isnot required.
29. HOLDING COMPANY
As on March 31 2021 the Promoter and the Holding company i.e. Oronzio De NoraInternational B. V. holds 2849500 equity shares representing 53.68% of the total paid-upequity share capital of the Company. There was no change in the shareholding of Oronzio DeNora International B. V. in the Company during the year. The Company continues to be aSubsidiary Company of Oronzio De Nora International B. V.
30. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES AS PER COMPANIES ACT 2013
As of March 31 2021 the Company does not have any subsidiary associate company or ajoint venture. During the year no other company became or ceased to be a Subsidiary /Associate / Joint Venture company of the Company.
31. INDUSTRIAL RELATIONS
Relationship between the Management of the Company and Worker's Union continue toremain cordial. The Management's Discussion & Analysis gives an overview of thedevelopments in Human Resources/Industrial Relations during the year.
32. COMPLIANCE WITH THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has constituted an Internal Complaints Committee(ICC') and has in place a policy which provides for protection against sexualharassment of women at workplace and for prevention and redressal of such complaints. TheICC is composed of internal members and an external member who has extensive experience inthe field. The Company is committed to provide a safe and respectable work environment toall its employees.
The following is reported pursuant to sub-clause 10(l) of Clause C of Schedule V of theListing Regulations: a. Number of complaints of sexual harassment received/ filed duringthe year: Nil b. Number of complaints disposed off during the year: Nil c. Number ofcomplaints pending as on end of financial year: Nil
33. DETAILS OF NODAL OFFICER
The details of the Nodal Officer appointed by the Company under the provisions of theIEPF are given below and the same are disseminated on the website of the Company viz.india.denora.com.
|Name of the Nodal ||Mr. Shrikant Pai Company |
|Officer ||Secretary |
|Phone No. ||0832 6731151 |
|Email ID ||email@example.com |
|Correspondence ||De Nora India Limited |
|Address ||Plot Nos. 184 185 & 189 |
| ||Kundaim Industrial Estate |
| ||Kundaim Goa 403 115 |
34. INVESTOR EDUCATION AND PROTECTION FUND
Details pertaining to the unpaid/unclaimed dividend and the shares transferred or dueto be transferred to the Investor Education and Protection Fund are provided in the notesto the Notice of the Annual General Meeting which forms part of this annual report.
The Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a. No change in the nature of business of the Company during the financial year endedMarch 31 2021.
b. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations; c. No materialchanges and commitments occurred between the end of the financial year March 31 2021 andthe date of this Report which would affect the financial position of the Company; d. Noissue of any equity shares with differential rights as to dividend voting or otherwise;e. No revision in the financial statements; f. No issue of Sweat Equity Shares or BonusShares during the year under review; g. No Employee Stock Option and Employee StockPurchase Schemes were launched during the year under review.
h. During the year under review the Company has not accepted any deposits fallingunder the ambit of Section 73 of the Companies Act 2013 and the Rules framed thereunder.
i. There were no instances of frauds reported by the Statutory Auditors or SecretarialAuditors of the Company during the year under review.
The Board of Directors takes this opportunity to thank the employees customersdealers members suppliers bankers government authorities stock exchanges and allother business associates for their consistent support and co-operation to the Companyduring the year under review and look forward to their support in future as well.
For and on behalf of the Board of Directors
For De Nora India Limited
Place: Kundaim Goa
Date: May 10 2021