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Deepak Fertilizers & Petrochemicals Corp Ltd.

BSE: 500645 Sector: Industrials
NSE: DEEPAKFERT ISIN Code: INE501A01019
BSE 00:00 | 09 Dec 792.75 -9.75
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NSE 00:00 | 09 Dec 792.15 -10.85
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OPEN 807.35
PREVIOUS CLOSE 802.50
VOLUME 9950
52-Week high 1061.70
52-Week low 355.85
P/E 34.23
Mkt Cap.(Rs cr) 10,008
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 807.35
CLOSE 802.50
VOLUME 9950
52-Week high 1061.70
52-Week low 355.85
P/E 34.23
Mkt Cap.(Rs cr) 10,008
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Deepak Fertilizers & Petrochemicals Corp Ltd. (DEEPAKFERT) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the Forty-Second AnnualReport together with Audited Accounts of the Company for the Financial Year ended 31stMarch 2022.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

(Rs in Lakhs)

Sr. No. Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
1 Total Revenue (including Other Operating Revenues) 228944 181131 766329 580849
2 Profit before tax 26620 27236 101253 58832
3 Less: a) Current Tax (Net) 6705 5240 31489 18672
b) Deferred Tax 137 1097 1016 (484)
4 Net Profit after tax (2 - 3) 19778 20899 32505 40644
5 Net profit attributable to:
a) Owners of the Company 19778 20899 67827 40031
b) Non controlling interest NA NA 921 613
6 Other comprehensive income for the year:
a) Owners of the Company 671 (67) 745 294
b) Non controlling interest NA NA 59 309
7 Total Comprehensive Income for the year:
a) Owners of the Company 20449 20832 68572 40325
b) Non controlling interest NA NA 980 922
8 Add: Surplus brought forward 136757 118537 204771 172011
9 Amount available for Appropriations (5a + 8) 156535 139436 272598 212042
10 Appropriations:
a) Increase in non-controlling interest due to issuance of share capital - - (1533) (4592)
b) Dividend on Equity Shares (Net) (8112) (2679) (8112) (2679)
c) Tax on Proposed Dividend (Net) - - - -
11 Surplus carried to Balance Sheet (9 + 10) 148423 136757 262953 204771

STATE OF AFFAIRS OF THE COMPANY

Your Company has achieved a total revenue of Rs 2289 Crore (includingRs 525 Crore from trading operations) during the year under review as against previousyear?s level of Rs 1811 Crore (including Rs 589 Crore from trading operations).

Profit Before Tax (PBT) for the year under review was Rs 266 Crore asagainst Rs 272 Crore in the previous year. Net Profit for the current year was recorded atRs 198 Crore as against Rs 209 Crore in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) which forms part of thisReport inter alia deals adequately with the operations and also current and futureoutlook of the Company on a consolidated basis.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As reported in the Annual Reports of Financial Year 2019-20 and2020-21 the Company has issued Foreign Currency Convertible Bonds (FCCBs) toInternational Finance Corporation (IFC). The details of FCCBs issued are as given below:

Date Tranche No. of FCCBs Face value Amount
19th October 2019 First 30 US$ 500000 each US$ 15 million (Approx. Rs 107 Crore)
30th September 2020 Second 30 US$ 500000 each US$ 15 million (Approx. Rs 109 Crore)

As per the FCCB Subscription Agreement IFC had the right at itsoption to partially or fully convert the first tranche FCCBs into equity shares of theCompany within 6 years from the date of subscription of the first tranche of FCCBs.Accordingly the Company upon receipt of conversion notice from IFC on 23rdJune 2021 requesting the Company to convert First Tranche of FCCBs into equity shareshas allotted 5476831 equity shares of the Company at Rs 195/- per share on 1stJuly 2021.

As on 31st March 2022 the FCCBs issued in the SecondTranche are outstanding.

ISSUE OF COMPULSORY CONVERTIBLE DEBENTURES (CCDs) BY MATERIALSUBSIDIARY i.e. SMARTCHEM TECHNOLOGIES LIMITED

As reported in the Annual Report of the Financial Year 2019-20 and2020-21 Smartchem Technologies Limited has issued CCDs on a private placement basis toIFC. The details of CCDs issued are as given below:

Date Tranche No. of CCDs Face value Amount
16th October 2019 First 1050 1000000 each 105 Crores
5th October 2020 Second 1050 1000000 each 105 Crores
Total 2100 210 Crores

As on 31st March 2022 the aforesaid CCDs issued in theFirst Tranche and in the Second Tranche are outstanding.

ISSUE OF EQUITY SHARES THROUGH QUALIFIED INSTITUTIONS PLACEMENT _QIP_

Pursuant to the approval of the shareholders of the Company by way of aspecial resolution passed in their Annual General Meeting held on 26th August2021 for raising of funds through various modes including by way of QIP the SecuritiesIssue Committee of the Company in its meeting held on 22nd October 2021allotted 12439029 Equity Shares at an issue price of Rs 410 per Equity Share (includinga premium of Rs 400.00 per Equity Share) aggregating to Rs 510 Crores to QualifiedInstitutional Buyers.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENTOR QUALIFIED INSTITUTIONS PLACEMENT

As stated above during the year under review the Company has raisedfunds aggregating to Rs 510 Crores through Qualified Institutions Placement (QIP). TheCompany has utilised the funds raised through issue of QIP for the purpose as stated inthe Placement Document. Pursuant to the provisions of Regulation 32 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has informed theStock Exchanges that there has been no deviation or variation in utilisation of the fundsraised through issuance of shares to Qualified Institutional Buyers.

DIVIDEND

Considering the performance of the Company the Board of Directors ofthe Company recommends a dividend @ 90% i.e.

Rs 9 per Equity Share (Previous year Rs 7.5 per Equity Share) of

Rs 10 each of the Company for the year ended 31st March2022.

The proposed dividend is in line with the ‘Dividend DistributionPolicy? adopted by the Board at its meeting held on 30th June2017. The Policy is available on the Company?s website:www.dfpcl.com/company-policies

TRANSFER TO RESERVE

The closing balance of retained earnings of the Company for FinancialYear 2021-22 after all appropriations and adjustments was Rs 148423 Lakhs. During theyear the Company has not transferred any amount to general reserve.

SHARE CAPITAL

During the year under review the Company has allotted 5476831 equityshares of the Company pursuant to the conversion of first tranche of FCCBs and allotted12439029 equity shares under Qualified Institutions Placement. The details of the issueof aforesaid shares have been provided in the General Shareholder Information. The Companyhas not issued shares with differential voting rights or sweat equity shares nor has itgranted any stock options.

The paid-up equity share capital of the Company as on 31stMarch 2022 was Rs 120.59 Crores.

CHANGES IN THE BOARD OF DIRECTORS

Appointment

During the year under review the Board of Directors based on therecommendation of Nomination and Remuneration Committee had approved the appointment ofMr. Jayesh Hirji Shah as an Additional Director in the Capacity of Independent Director ofthe Company as per the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with effect from 20th December2021 for the first term of 3 (three) consecutive years subject to approval of theshareholders.

Further in the ensuing Annual General Meeting the item w.r.t.appointment of Mr. Jayesh Hirji Shah as an Independent Director will be taken up. All theinformation as required pursuant to the provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in theNotice of the ensuing Annual General Meeting. The shareholders are requested to approvethe appointment in the ensuing annual general meeting.

Resignation

Mr. Berjis Minoo Desai Independent Director of the Company hastendered his resignation as an Independent Director of the Company with effect from 27thDecember 2021 due to heavy pressure on his professional time and in order to accommodateother newly listed/ to be listed companies as an independent director.

Mr. Desai has also given confirmation to the Company that other thanthe reasons mentioned above there are no other material reasons for his resignation as anIndependent Director of the Company and the same was intimated by the Company to the StockExchanges.

The Board places on record its sincere appreciation to the valuableguidance provided by Mr. Berjis Desai during his tenure as an Independent Director of theCompany.

Cessation after the closure of the Financial Year

The shareholders of the Company at their Annual General Meeting held on14th August 2019 had approved the appointment of Mr. Alok Perti and Dr. AmitBiswas as Independent Directors of the Company for the first term of 3 consecutive yearswith effect from 22nd April 2019.

Subsequently on the completion of first term of 3 (three) consecutiveyears on 21st April 2022 Mr. Alok Perti and Dr. Amit Biswas haveceased to be Independent Directors of the Company.

The Board places on record its sincere appreciation to the valuableguidance provided by Mr. Alok Perti and Dr. Amit Biswas during their tenure as IndependentDirectors of the Company.

Re-appointment

Mr. M. P. Shinde retires by rotation at the ensuing Annual GeneralMeeting pursuant to provisions of Section 152 of the Companies Act 2013 and rules madethereunder and being eligible offers himself for re-appointment at the ensuing AnnualGeneral Meeting.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

A calendar of meetings is prepared and circulated in advance to theDirectors. During the year under review five board meetings were held. These meetingswere held on 28th May 2021 10th August 2021 12thNovember 2021 28th January 2022 and 29th March 2022.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

During the year under review there were no changes in key managerialpersonnel.

A STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TOINTEGRITY EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENTDIRECTORS APPOINTED DURING THE YEAR

During the year under review Mr. Jayesh Hirji Shah was appointed as anIndependent Director of the Company: The Board is of the opinion that Mr. Jayesh HirjiShah is person of high integrity and reputation and has the requisite expertise andexperience including the proficiency.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORYAUTHORITIES

1. As disclosed in the last year?s report effective 15th May2014 domestic gas supply to the Company was arbitrarily stopped by the Ministry ofPetroleum and Natural Gas. The Company successfully challenged the same before theHon?ble Delhi High Court which by its Orders dated 7th July 2015 and 19th October2015 directed the Government of India (GoI) to restore the supply of gas. Against thecited order a review petition filed by the GoI challenging the said Orders was rejectedby the said Court. Further the GoI also filed the Special Leave Petition (SLP) before theHon?ble Supreme Court of India against the Order of Hon?ble Delhi High Courtwhich was also disposed without granting any relief to the GoI. The GoI has filed anaffidavit before the Hon?ble Delhi High Court stating that Inter MinisterialCommittee (IMC) has decided to recommend supply of pooled gas to the Company subject toapproval of the Competent Authority. GoI has further filed an application in theHon?ble Delhi High Court seeking dismissal of the matter. The Company is contestingthe said application since the Competent Authority has not decided based on therecommendation of the said IMC and the application so filed is pre-mature. TheHon?ble Delhi High asked GoI to bring the IMC decision/ report on record if notfiled then the matter will be proceeded further without the report. The hearing in theDelhi High Court is now posted on15th July 2022.

INDIAN ACCOUNTING STANDARDS 2015

The annexed financial statements for the Financial Year 2021-22 andcorresponding figures for 2020-21 comply in all material aspects with Indian AccountingStandards notified under section 133 of the Companies Act 2013 (the Act) the Companies(Indian Accounting Standards) Rules 2015 and other relevant provisions of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements incorporating the dulyaudited financial statements of the subsidiaries and prepared in compliance with theCompanies Act 2013 applicable Accounting Standards and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Annual Report.

A separate statement containing the salient features of Company?ssubsidiaries associates and joint venture subsidiary in the prescribed form AOC-1 isannexed separately and forms part of this Annual Report.

DIRECTORS? RESPONSIBILITY STATEMENT

To the best of their knowledge and based on the guidance and insightsfrom the Auditors and pursuant to the provisions of sub-section (5) of Section 134 of theCompanies Act 2013 your Directors confirm that: i. in the preparation of annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; ii. the accounting policies have beenselected and applied consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theend of the Financial Year on 31st March 2022 and of the profit and loss of theCompany for that period; iii. proper and sufficient care have been taken for maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv. the annual accounts are prepared on a going concern basis; v. internalfinancial controls to be followed by the Company are duly laid down and these controlsare adequate and were operating effectively; and vi. systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

During the year under review there were no frauds reported by theauditors to the Audit Committee or the Board under Section 143(12) of the Companies Act2013.

STATUTORY AUDITORS AND THEIR REPORT

The Shareholders of the Company at the Forty-First Annual GeneralMeeting held on 26th August 2021 had accorded their approval pursuant to theprovisions of Sections 139 141 and other applicable provisions of the Companies Act 2013and Rules made thereunder to appoint M/s. P G BHAGWAT LLP Chartered Accountants as theStatutory Auditors of the Company for a period of five years commencing from theconclusion of Forty-First Annual General Meeting until the conclusion of Forty-SixthAnnual General Meeting.

The Auditors? Report to the Shareholders for the year under reviewdoes not contain any qualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS & SECRETARIAL STANDARDS

The Secretarial Auditors M/s. SVD & Associates Practising CompanySecretaries have issued Secretarial Audit Report (Form MR-3) for the Financial Year2021-22 pursuant to Section 204 of the Companies Act 2013 and pursuant to Regulation 24Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which isannexed to Directors? Report (Refer Annexure-1).

In respect of observations made out in the Secretarial Audit Report itis informed as under: -

Observation Explanation/Comment
Prior Intimation to Stock Exchange w.r.t. Notice of Board Meeting pursuant to Regulation 29 (2) & (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 The Company could serve the advance notice of 3 days as against the required advance notice of 5 days (excluding the date of the intimation and date of the meeting) for the Board meeting held on 12th November 2021 for consideration of Q2 2021-22 Unaudited Financial Results due to sudden medical exigencies faced by the two employees internally responsible within the Secretarial team for the compliance and other employees being on leave because of Diwali vacation as the office was closed from 4th November to 7th November 2021.
As a corrective measure and to ensure non-recurrence of such events of non-compliance like above the Secretarial team has put in place a more robust checklist cum Standard Operating Procedure for various compliances (pre and post board meeting) including the introduction of the concept of primary and secondary responsibility for each compliance intimation of leave to each secretarial team members.
Statement of deviation(s) or variation(s) to be filed with the Stock Exchanges pursuant to Regulation 32 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Due to oversight the Statement of deviation(s) or variation(s) for quarter ended 30th September 2021 was filed on 23rd November 2021 which was beyond the limit as prescribed by the Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has filed some of the forms which are covered under Companies Fresh Start Scheme (CFSS) 2020. However the relevant form for seeking immunity certificate has not been filed due to technical issue faced by the Company. The Company was unable to file the relevant form under Companies Fresh Start Scheme (CFSS) 2020 due to technical reasons.

Pursuant to Regulation 24A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 M/s. Jog Limaye & Associates PractisingCompany Secretary the Secretarial Auditor of Smartchem Technologies Limited andPerformance Chemiserve Limited material unlisted subsidiaries has issued SecretarialAudit Report (Form MR-3) for the Financial Year 2021-22. The said reports thereonare annexed as Annexure 8 and Annexure 9 to the Board?s Report.

The Company has in place proper systems to ensure compliance with theprovisions of the applicable secretarial standards issued by The Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

COST AUDITORS

Your Directors at the meeting held on 25th May 2022 basedon the recommendation of the Audit Committee have appointed M/s Harshad S. Deshpande& Associates Cost Accountants as the Cost Auditors for the Financial Year 2022-23 ata remuneration of Rs 225000 /- (Rupees Two Lakhs Twenty Five Thousand only) plus GST asapplicable and reimbursement of travel and out-of-pocket expenses which shall be subjectto the approval of the shareholders at the ensuing Annual General Meeting.

Further M/s Harshad S. Deshpande & Associates Cost Accountantswill submit the cost audit report along with annexure for the Financial Year 2021-22 tothe Central Government (Ministry of Corporate Affairs) in the prescribed form withinspecified time and at the same time forward a copy of such report to your Company.

The Cost Audit Report for the Financial Year ended 31stMarch 2021 was duly filed with the Central Government (Ministry of Corporate Affairs) on06th October 2021.

In accordance with the provisions relating to maintenance of costrecords as specified by the Central Government under sub-section (1) of Section 148 of theCompanies Act 2013 the Company is required to maintain respective cost records andaccordingly such accounts and records were made and maintained.

INTERNAL AUDITORS

Ernst & Young LLP (EY) are the Internal Auditors of the Companysince Financial Year 2016-17.

Further the Board on the recommendation of the Audit Committee hasre-appointed EY as the Internal Auditors of the Company for the Financial Year 2022-23.

PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES

Details of investments made loans advanced and guarantees given by theCompany are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

The Company has entered into contract / arrangements with the relatedparties in the ordinary course of business and at arm?s length basis. Thusprovisions of Section 188(1) of the Companies Act 2013 are not applicable.

CORPORATE GOVERNANCE

Pursuant to provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section titled ‘CorporateGovernance? is attached to this Annual Report. Further a certificate form theStatutory Auditors of the Company regarding compliance with the requirements of CorporateGovernance as required under Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 also forms part of this report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Report on the performance and financial position of subsidiariesassociates and joint venture company in specified format is annexed to Board?s Report(Refer Annexure-2).

AWARDS AND ACCOLADES

Please refer to section "Awards and Accolades" in this AnnualReport for details of the awards received by the Company during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted Nomination andRemuneration Committee and also approved the Nomination and Remuneration Policy whichinter- alia contains appointment criteria qualifications positive attributes andindependence of Directors removal retirement and remuneration of Directors KeyManagerial Personnel (KMP) and Senior Management Personnel of the Company. The Board ofDirectors of the Company on the recommendation of the Nomination and RemunerationCommittee have revised the Nomination and Remuneration Policy of the Company at theirmeeting held on 25th May 2022. The modified Nomination and Remuneration Policyis enclosed as Annexure 3 and is also available on the website of the Company athttps://www. dfpcl.com/wp-content/uploads/2021/07/Nomination-and- Remuneration-Policy

RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a Risk ManagementCommittee to assess risks in the operations of business units of the Company to mitigateand minimize risks assessed in the operations of business units periodic monitoring ofrisks in the operations of business units to look after cyber security and other mattersdelegated to the Committee by Board of Directors of the Company from time to time.

Information on the development and implementation of Risk ManagementPolicy of the Company including identification therein of elements of risk which in theopinion of the Board may threaten the existence of the Company is given in the CorporateGovernance Report and Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company as a responsible Corporate Citizen is engaged inconcerted CSR initiatives through Ishanya Foundation as Implementing Agency for CSRactivities. The details of the initiatives taken by the Company on CSR during the year asper the Companies (Corporate Social Responsibility Policy) Rules 2014 is given inAnnexure forming part of this report (Refer Annexure-4).

The Board of Directors of the Company has approved a comprehensive CSRPolicy as per the amended provisions of the Companies Act 2013. The CSR policy as alsothe CSR Projects as approved by the Board of Directors are available on the website of theCompany at the following links: https://www.dfpcl.com/uploads/2021/05/CSR-Policy_DFPCL.pdf The details of composition of Corporate Social Responsibility Committee and otherdetails are provided in the Corporate Governance Report.

AUDIT COMMITTEE COMPOSITION

The details of composition of Audit Committee and other details areprovided in the Corporate Governance Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return of the Company isavailable on the website of the Company at the link: https://www.dfpcl.com/investors/annual-return/

PERFORMANCE EVALUATION OF CHAIRMAN DIRECTORS BOARD AND COMMITTEES

Information on the manner in which formal annual evaluation has beenmade by the Board of its own performance and that of its committees and individualdirectors is given in the Corporate Governance Report.

INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company have given declarationthat they meet the criteria of independence as provided in Sub-Section (6) of Section 149of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and they are not aware of any circumstances or situation which exist ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgment and without any external influence.

The Board of Directors have taken on record the declaration andconfirmation received from the Independent Directors and verified the veracity of suchdisclosures.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows the practice of conducting familiarisationprogramme of the independent directors as detailed in the Corporate Governance Reportwhich forms part of the Annual Report.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting the highest standards of professionalismhonesty integrity and ethical conduct. The Company has a Whistle Blower Policy underwhich the employees are free to report violations of the applicable laws and regulationsand the Code of Conduct.

Further as per the provisions of Regulation 18 (3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 (Listing Regulations)read with Part C of Schedule II to Listing Regulations the Audit Committee at its meetingheld on 28th March 2022 has reviewed the functioning of whistle blower mechanism of theCompany and found the same satisfactory.

A copy of the Whistle Blower Policy is available on the website of theCompany at the following weblink: https://www.dfpcl.com/uploads/2018/12/WhistleBlowerPolicy.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company?s internal financial control systems are commensuratewith the nature size and complexity of the businesses and operations. These areperiodically tested and certified by Statutory as well as Internal Auditors. Significantaudit observations and the follow up actions are reported to the Audit Committee.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company and the date of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to the provisions of Section 136 (1) of the Act and asadvised the statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 will be available for inspection.Members interested in obtaining a copy of the same may write to the Company Secretary atinvestorgrievance@ dfpcl.com and the same will be furnished on request. Hence the AnnualReport is being sent to all the Members of the Company excluding the aforesaidinformation.

The details of remuneration drawn by Mr. Sailesh C. Mehta Chairman andManaging Director of the Company from the Company and also from the subsidiary of theCompany in terms of Section 197(14) of the Companies Act 2013 is provided in theCorporate Governance Report.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company had a subsidiary viz. Complete Mining Solutions PrivateLimited (CMSPL). CMSPL was in the business of mining consultancy. In the last few yearsCMSPL was not able to deliver the planned business objectives and also had no visibilityof any business in near future.

Considering the above the Board of Directors of the Company at theirmeeting held on 10th August 2021 approved for the dissolution of CMSPL. TheRegistrar of Companies Pune has issued notice dated 14th February 2022stating that the name of CMSPL has been struck off from the register of companies and thesaid Company is dissolved. Subsequently CMSPL has ceased to be subsidiary of the Company.

Except above no other company has become or ceased to be subsidiaryjoint venture or associate of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits covered under Chapter V ofthe Companies Act 2013 and hence no details pursuant to Rule 8 (5) (v) and 8 (5) (vi) ofthe Companies (Accounts) Rules 2014 are reported.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with Rules made thereunder theinternal committee constituted under the said act has confirmed that no complaint /case has been filed / pending with the Company during the year. The said policy has beenuploaded on the internal portal of the Company for information of all employees.

The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

As required by the Companies (Accounts) Rules 2014 the relevant datapertaining to conservation of energy technology absorption and foreign exchange earningsand outgo are annexed to Board?s Report (Refer Annexure - 5).

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended inter alia provides that the annual report ofthe top 1000 listed entities based on market capitalisation (calculated as on 31st Marchof every financial year) shall include a Business Responsibility Report.

As the Company is one of the top 1000 listed entities the Company haspresented its Business Responsibility Report for the financial year 2021-22 which is partof this Annual Report.

As a green initiative the BR Report has been hosted on theCompany?s website i.e. www.dfpcl.com

INITIATIVES FOR SOCIETY AND EMPLOYEE SAFETY DURING COVID-19 PANDEMIC

Your Company has remained equally focused like last year to address theprevention and protection measures for Covid. From encouraging mental wellness to ensuringthat employees are financially secure during the outbreak to continuous awarenesssessions on COVID-19 precautions dos & don?ts through posters bringing visualdisplay awareness on Covid has helped considerably. Wearing of face mask socialdistancing thermal scanning use of hand sanitizers at various places body disinfectionare some of the major actions being taken.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONTINCLUDING PEOPLE EMPLOYED

The overall industrial relations in the Company were cordial. Themanpower employed is around 942 employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation tothe Company?s bankers customers vendors investors and all other stakeholders fortheir continued support during the year. Your Directors are also pleased to record theirappreciation for the dedication and committed contribution made by employees at all levelswho through their competence and hard work have enabled your Company to achieve goodperformance amidst challenging times and look forward to their support in the future aswell.

For and on behalf of the Board
Place: Pune S. C. MEHTA
Date: 25th May 2022 Chairman and Managing Director

.