You are here » Home » Companies » Company Overview » Deepak Fertilizers & Petrochemicals Corp Ltd

Deepak Fertilizers & Petrochemicals Corp Ltd.

BSE: 500645 Sector: Industrials
NSE: DEEPAKFERT ISIN Code: INE501A01019
BSE 12:44 | 21 Jun 408.70 -21.50
(-5.00%)
OPEN

408.70

HIGH

408.70

LOW

408.70

NSE 12:34 | 21 Jun 409.10 -21.50
(-4.99%)
OPEN

409.10

HIGH

409.10

LOW

409.10

OPEN 408.70
PREVIOUS CLOSE 430.20
VOLUME 17520
52-Week high 474.65
52-Week low 99.82
P/E 20.08
Mkt Cap.(Rs cr) 4,197
Buy Price 0.00
Buy Qty 0.00
Sell Price 1634.80
Sell Qty 188796.00
OPEN 408.70
CLOSE 430.20
VOLUME 17520
52-Week high 474.65
52-Week low 99.82
P/E 20.08
Mkt Cap.(Rs cr) 4,197
Buy Price 0.00
Buy Qty 0.00
Sell Price 1634.80
Sell Qty 188796.00

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

Company director report

Your Directors have pleasure in presenting the Fortieth Annual Report together withAudited Accounts of the Company for the Financial Year ended 31st March 2020.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

(Rs. In Lakhs)
Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Total Revenue (including Other Operating Revenues) 170775 314888 468538 674206
Profit Before Tax (PBT) 2193 1114 10325 11284
Less: a) Current Tax (Net) - 314 381 1351
b) Deferred Tax (878) 8 1026 2281
Share of (Loss) of equity accounted investees NA NA (17) (305)
Net Profit for the year after share in (loss) of associates 3071 792 8901 7347
Minority Interest NA NA 108 238
Net Profit / (Loss) for the period 3071 792 8726 7067
Total Comprehensive Income 2632 385 7815 6548
Add: Surplus brought forward 118656 124244 166593 165864
Amount available for Appropriations 121727 125036 175319 172931
Appropriations:
a) Adjustment from adoption of AASB 16 - - (134) -
b) Movement of Minority of Deepak Mining Solutions - - 16 -
Private Limited
c) Dividend on Equity Shares (Net) (2646) (5292) (2646) (5292)
d) Tax on Proposed Dividend (Net) (544) (1088) (544) (1046)
Deferred Tax Adjustment - -
Surplus carried to Balance Sheet 118537 118656 172011 166593

STATE OF AFFAIRS OF THE COMPANY

Your Company has achieved the Total Revenues of Rs. 1708 Crore (including Rs. 707Crore from trading operations) during the year under review as against previous year'slevel of

Rs. 3149 Crore (including Rs. 1989 Crore from trading operations). Profit Before Tax(PBT) for the year under review was Rs. 22 Crore as against Rs. 11 Crore in the previousyear. Net Profit for the current year was recorded at Rs. 31 Crore as against Rs. 8 Crorein the previous year. The Company's financial performance was afiected on account of watershortage due to water cuts by MIDC sharp fall in prices of solvents and severe financialdebt market crisis.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA) which forms part of this Report interalia deals adequately with the operations and also current and future outlook of theCompany on a consolidated basis.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs) / COMPULSORY CONVERTIBLE DEBENTURES(CCDs)

The Board at its meeting held on 22nd April 2019 granted an in-principle approval forissuing FCCBs aggregating upto US$ 30000000 (United States Dollars Thirty Million) intwo tranches to International Finance Corporation (IFC).

The Board also granted an in-principle approval for issue of Compulsory ConvertibleDebentures (CCDs) by Smartchem Technologies Limited (a wholly owned subsidiary of theCompany) aggregating upto Rs. 210 Crore (Rupees Two Hundred Ten Crore only) in twotranches to IFC. The security issue agreements have been executed by the Company and IFC.

Subsequently the Securities Issue Committee of the Company at its meeting held on 19thOctober 2019 allotted 30 (Thirty) Foreign Currency Convertible Bonds (ConvertibleSecurities) having a par value of US$ 500000 each being the first tranche toInternational Finance Corporation ("IFC") for an aggregate amount of US$ 15million (Approx. Rs. 107 Crore).

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIEDINSTITUTIONS PLACEMENT

During the year under review the Company has raised funds through preferentialallotment in the following manner:

Sr. No. Mode of Fund Raising Name of the party to whom the securities were issued Date of Raising Funds Amount Raised
1 Issue of warrants convertible into Equity Shares Robust Marketing Services Private Limited 1st October 2019 Rs. 25 Crores
2 Issue of Foreign Currency Bonds International Finance Corporation 19th October 2019 (US$ 15 Million) Approx. Rs. 107 Crore

The Company has utilised the above funds for the purposes as mentioned in the Notice ofthe Annual General Meeting held on 18th September 2018 wherein the shareholders hadapproved the raising of funds.

DIVIDEND

Considering the performance of the Company the Board of Directors of the Companyrecommends a dividend @ 30% i.e. Rs. 3 per Equity Share (Previous year Rs. 3 per EquityShare) of

Rs. 10 each of the Company for the year ended 31st March 2020.

The proposed dividend is in line with the ‘Dividend Distribution Policy' adoptedby the Board at its meeting held on 30th June 2017. The Policy is available on theCompany's website: www.dfpcl.com.

SHARE CAPITAL

The paid-up equity share capital as on 31st March 2020 was

Rs. 89.28 Crore. During the year under review the Company had allotted 1079482equity shares to Robust Marketing Services Private Limited pursuant to conversion ofwarrants into equity shares. The Company has not issued shares with difierential votingrights or sweat equity shares nor has it granted any stock options.

RIGHTS ISSUE

Subsequent to the close of the Financial Year 2019-20 the Board of Directors of theCompany at their meeting held on 25th May 2020 have approved raising of funds by way ofissue of equity shares to the existing equity shareholders of the Company on rights basisfor an issue size of upto Rs. 180 Crore.

CHANGES IN THE BOARD OF DIRECTORS

Appointments

The Board at its meeting held on 22nd April 2019 on the recommendation of Nominationand Remuneration

Committee appointed Shri Alok Perti and Dr. Amit Biswas as additional directors in thecapacity of Independent Directors for the first term of 3 consecutive years w.e.f. 22ndApril 2019. The Shareholders at their Annual General Meeting held on 14th August 2019have approved the appointment of Shri Alok Perti and Dr. Amit Biswas as IndependentDirectors of the Company.

Further the Board in its meeting held on 13th February 2020 based on therecommendation of Nomination and Remuneration Committee appointed Shri Bhuwan ChandraTripathi as an additional director in the capacity of Independent Director for the firstterm of 3 consecutive years w.e.f. 13th February 2020. The detailed profile of ShriBhuwan Chandra Tripathi is disclosed in the notice of Annual General Meeting of theCompany.

Further the Board based on the recommendation of Nomination and Remuneration Committeeapproved the Appointment of Smt. Renu Challu as an additional director in the Capacity ofWoman Independent Director of the Company for the first term of 3 consecutive years w.e.f.13th May 2020 and Shri Sujal Anil Shah as an additional director in the capacity ofIndependent Directors of the Company for the first term of 5 consecutive years w.e.f. 30thJune 2020. The detailed profile of Smt. Renu Challu and Shri Sujal Anil Shah aredisclosed in the notice of Annual General Meeting of the Company.

Resignation

Shri Anil Singhvi Independent Director of the Company tendered his resignation to beefiective from 19th April 2019 due to his active involvements with NGOs he has beenassociated with and other personal engagements. The Board placed on record itsappreciation of the valuable contribution rendered by Shri Singhvi during his tenure asdirector on the Board of the Company.

Re-appointment

Shri M. P. Shinde retires by rotation at the ensuing Annual General Meeting pursuant toprovisions of Section 152 of the Companies Act 2013 and rules made thereunder and beingeligible ofiers himself for re-appointment at the ensuing Annual General Meeting.

The Shareholders of the Company at the Annual General Meeting held on 21st September2017 had approved the reappointment of Shri. Pranay Vakil as an Independent Director ofthe Company for a second term with efiect from 31st July 2017 up to 30th July 2020 or upto the conclusion of Annual General Meeting for the Financial Year 2019-20 whichever islater.

The provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 provides that an Independent Director can be appointed fora maximum of 2 terms.

In light of the of aforesaid provisions Shri Pranav Vakil will cease to be anIndependent Director of the Company post the Annual General Meeting to be held on 21stSeptember 2020. The Board places on record its sincere appreciation to the valuableguidance provided by Shri Pranay Vakil during his tenure as Independent Director of theCompany.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Five Board Meetings were held during the Financial Year 2019-2020. These meetings wereheld on 22nd April 2019 30th May 2019 14th August 2019 13th November 2019 and 13thFebruary 2020.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

During the year under review there were no changes in Key Managerial Personnel.

A STATEMENT REGARDING THE OPINION OF BOARD THE WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR

During the year under review the following were the Independent Directors appointed onthe Board of the Company:

1. Shri Alok Perti

2. Dr. Amit Biswas

3. Shri Bhuwan Chandra Tripathi

4. Smt. Renu Challu (appointed w.e.f. 13th May 2020)

5. Shri Sujal Anil Shah (appointed w.e.f. 30th June 2020) The Board is of the opinionthat the aforesaid Independent Directors appointed on the Board of the Company are personsof high integrity and reputation they possess the requisite expertise and experience(including the proficiency).

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY AUTHORITIES:

1. As disclosed in the last year's report efiective 15th May 2014 domestic gassupply to the Company was arbitrarily stopped by the Ministry of Petroleum and NaturalGas. The Company successfully challenged the same before the Hon' ble Delhi High Courtwhich by its Orders dated 7th July 2015 and 19th October 2015 directed the Government ofIndia (GoI) to restore the supply of gas. Review petition filed by the GoI challengingthe said Orders was rejected by the said Court. Further the GoI also filed the SpecialLeave Petition (SLP) before the Hon'ble Supreme Court of India against the Order ofHon'ble Delhi High Court which was also disposed without granting any relief to the GoI.The GoI has filed an afidavit before the Hon'ble Delhi High Court stating that InterMinisterial Committee (IMC) has decided to recommend supply of pooled gas to the Companysubject to approval of the Competent Authority. GoI has further filed an application inthe Hon'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. The hearing inthe Delhi High Court is now posted in the month of August 2020.

2. The Department of Fertilisers (DoF) Ministry of Chemicals and Fertilisers hadwithheld subsidy due to the Company in accordance with applicable Nutrient Based Subsidy(NBS) Scheme of the Government of India (GoI) alleging undue gain arising to the Companyon account of supply of cheap domestic gas. The Company had filed a Writ Petition in theHon'ble High Court of Judicature at Bombay challenging the withholding of subsidy. Basedon the directive of the High Court the GoI released the subsidy amounting to Rs. 463Crore and subsidy amounting to Rs. 310 Crore was withheld pending final decision. On therequest of the Company the DoF has released subsidy amounting to Rs. 310 Crore against aBank Guarantee pending final decision. The Company has now filed a writ petition in theDelhi High Court since based on the decision taken by Government with regard toreasonableness of profit there was no undue gain made by the Company as alleged and therewas no question of renewing the Bank Guarantee. The Delhi High Court has ordered to keepthe status-quo for both the Petitioners and Respondents and further ordered that nocoercive action be taken against the Company [Petitioners] till the next date of hearing.The matter is scheduled to be further heard by Delhi High Court in the month of August2020.

INDIAN ACCOUNTING STANDARDS 2015

The annexed financial statements for the Financial Year 2019-20 and correspondingfigures for 2018-19 comply in all material aspects with Indian Accounting Standards (IndAS) notified under section 133 of the Companies Act 2013 (the Act) [Companies (IndianAccounting Standards) Rules 2015] and other relevant provisions of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements incorporating the duly audited financialstatements of the subsidiaries and as prepared in compliance with the Companies Act2013 applicable Accounting Standards and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of this Annual Report.

A separate statement containing the salient features of Company's subsidiariesassociates and joint venture subsidiary in the prescribed form AOC-1 is annexedseparately.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and based on the guidance and insights from the Auditorsand pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act2013 your Directors confirm that: i) in the preparation of annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures; ii) the accounting policies have been selected and appliedconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of afiairs of the Company at the end of theFinancial Year on 31st March 2020 and of the profit and loss of the Company for thatperiod; iii) proper and suficient care have been taken for 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; iv)the annual accounts are prepared on a going concern basis; v) internal financial controlsto be followed by the Company are duly laid down and these controls are adequate and wereoperating efiectively; and vi) systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating efiectively.

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

During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under Section 143(12) of the Companies Act 2013.

STATUTORY AUDITORS AND THEIR REPORT

The Shareholders of the Company at the Thirty Seventh Annual General Meeting held on21st September 2017 had accorded their approval pursuant to the provisions of Sections139 141 and other applicable provisions of the Companies Act 2013 and Rules madethereunder to appoint M/s. B S R & Associates LLP (Chartered Accountants) (FirmRegistration number: 11623IW/W-100024) as the Statutory Auditors of the Company for aperiod of five years commencing from the conclusion of Thirty Seventh Annual GeneralMeeting until the conclusion of Forty Second Annual General Meeting.

The Auditors' Report to the Shareholders for the year under review does not contain anyqualification reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS & SECRETARIAL STANDARDS

The Secretarial Auditors M/s. SVD & Associates Practising Company Secretarieshas issued Secretarial Audit Report (Form MR-3) for the Financial Year 2019-20 pursuant toSection 204 of the Companies Act 2013 and pursuant to Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which is annexed to Directors'Report. (Refer Annexure-1).

The observations of the Secretarial Auditors in their report are self-explanatory andtherefore the Directors do not have any further comments to ofier on the same.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 M/s. Jog Limaye & Associates Practising CompanySecretary the Secretarial Auditor of the Smartchem Technologies Limited and PerformanceChemiserve Limited material unlisted subsidiaries has issued Secretarial Audit Report(Form MR-3) for the Financial Year 2019-20. The said reports thereon forms part of suchsubsidiaries' respective annual reports.

The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating efiectively.

COST AUDITORS

Your Directors had appointed M/s Y. R. Doshi & Company Cost Accountants as theCost Auditors for the Financial Year 2019-20. M/s Y. R. Doshi & Company CostAccountants will submit the cost audit report along with annexure to the CentralGovernment (Ministry of Corporate Afiairs) in the prescribed form within specified timeand at the same time forward a copy of such report to your Company.

The Cost Audit Report for the Financial Year ended 31st March 2019 was dulyfiled with the Central Government (Ministry of Corporate Afiairs).

Pursuant to the provisions of Section 148 of Companies Act 2013 the Board ofDirectors of the Company has appointed M/s Y. R. Doshi & Company Cost Accountantsfor conducting Cost Audit of the Company for the Financial Year ending 31st March 2021 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.

The provisions relating to maintenance of cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 is required tobe maintained by the Company and accordingly such accounts and records were made andmaintained.

INTERNAL AUDITOR

The Board had appointed Ernst & Young (EY) as an Internal Auditor in compliancewith Section 138 of the Companies Act 2013 and rules made thereunder.

EY are acting as an Internal Auditor of the Company since Financial Year 2016-17.

Further the Board on the recommendation of the Audit Committee renewed the contractfor appointment of EY as an Internal Auditor of the Company for the Financial Year2020-21.

PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES

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

RELATED PARTY TRANSACTIONS

The Company has entered into contract / arrangements with the related parties in theordinary course of business and at arm's length basis. Thus provisions of Section 188(1)of the Companies Act 2013 are not applicable.

CORPORATE GOVERNANCE

Pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section titled ‘Corporate Governance' is attached tothis Annual Report.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

Report on the performance and financial position of subsidiaries associates and jointventure 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 Annual Report fordetails 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 and RemunerationCommittee and also approved the Nomination and Remuneration Policy which inter-aliacontains appointment criteria qualifications positive attributes and independence ofDirectors removal retirement and remuneration of Directors Key Managerial Personnel(KMP) and Senior Management Personnel of the Company.

Nomination and Remuneration Policy is available on the website of the Company on thefollowing web link: https://www.dfpcl.com/wp-content/uploads/2017/04/Nomination-and-Remuneration-Policy.pdf. There is no change in the Nomination andRemuneration Policy during the year under review. The Nomination and Remuneration Policyis provided in Annexure 3 of the Board's Report.

RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a Risk Management Committee toassess risks in the operations of business units of the Company to mitigate and minimizerisks assessed in the operations of business units periodic monitoring of risks in theoperations of business units to look after cyber security and other matters delegated tothe Committee by Board of Directors of the Company from time to time.

Information on the development and implementation of Risk Management Policy of theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the Corporate GovernanceReport.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company is engaged in concerted CSR initiatives through Ishanya Foundation asOperating Agency for CSR activities. The CSR initiatives of your Company are focused andthe entire approach has become more structured. The Board of Directors of the Company hasapproved a comprehensive

CSR Policy which is available on the website of the Company at www.dfpcl.com

The details of the initiatives taken by the Company on CSR during the year as per theCompanies (Corporate Social Responsibility Policy) Rules 2014 is given in Annexureforming part of this report. (Refer Annexure-4).

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 are provided in theCorporate Governance Report.

ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act2013 and as prescribed in Form No. MGT- 9 of the rules prescribed under Chapter VII ofthe Companies Act 2013 is appended as Annexure 5. The Extract of Annual Return isavailable on the Company's website at www.dfpcl.com

PERFORMANCE EVALUATION OF CHAIRMAN DIRECTORS BOARD AND COMMITTEES

Information on the manner in which formal annual evaluation has been made by the Boardof its own performance and that of its Committees and individual directors is given in theCorporate Governance Report.

INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company have given declaration that they meet thecriteria of independence as provided in Sub-Section (6) of Section 149 of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthey are not aware of any circumstances or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties with anobjective independent judgment and without any external infiuence. The Board of Directorshave taken on record the declaration and confirmation received from the IndependentDirectors and verified the veracity of such disclosures.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows the practice of conducting familiarisation programme of theindependent directors as detailed in the Corporate Governance Report which forms part ofthe Annual Report.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the afiairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical conduct. The Company has a Whistle Blower Policy under which theemployees are free to report violations of the applicable laws and regulations and theCode of Conduct.

Whistle Blower Policy is available on the website of the Company at the followingweblink:https://www.dfpcl.com/ wp-content/uploads/2018/12/WhistleBlowerPolicy.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control systems commensurate with the nature sizeand complexity of the businesses and operations. These are periodically tested andcertified by Statutory as well as Internal Auditors. Significant audit observations andthe follow up actions are reported to the Audit Committee.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments afiecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to the provisions of Section 136(1) of the Act and as advised the statementcontaining particulars of employees as required under Section 197(12) of the Act read withRule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be available for inspection. Members interested in obtaining a copy ofthe same may write to the Company Secretary at investorgrievance@dfpcl.com and the samewill be furnished on request. Hence the Annual Report is being sent to all the Members ofthe Company excluding the aforesaid information.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

Desai Fruits and Vegetables Private Limited (DFV)

The Company was holding 28.67% of the Share Capital of Desai Fruits and VegetablesPrivate Limited (DFV) an Associate Company. The DFV business was mainly focused ongrowing banana plantation and supplies to domestic as well as international market.

Further as part of the strategy to divest from non-core investments the Company hassold 75% of its holding i.e. 21.51% of the share capital. Currently the Company isholding only 5.30% of the Share Capital of DFV.

Consequent to the aforesaid stake sale DFV is no more an associate company of theCompany.

Mumbai Modern Terminal Market Complex Private Limited

TheCompanyhadanassociateCompanyviz.MumbaiModern Terminal Market Complex Private Limited(MMTMCPL). The Company was holding 40 % stake in MMTMCPL.

During the year under review the Company has written ofi the investment in MMTMCPL asUnity Infraprojects Limited (Unity) the holding Company of MMTMCPL is under liquidation(IBC). Therefore MMTMCPL is no more an associate company of the Company.

Ishanya Brand Services Limited (IBSL)

The Company has an associate Company viz. Ishanya Brand Services Limited (IBSL). TheCompany was holding 49.99% stake in IBSL.

IBSL is engaged in the retail business of buying and selling home furnishings goods.IBSL was incorporated on 8th May 2008 in India. The Company has increased its stake inIBSL from 49.99% to 74.995%. Consequently IBSL has become the Subsidiary of the Company.

FIXED DEPOSITS

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

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 the internal committee constitutedunder the said act has confirmed that no complaint / case has been filed / pending withthe Company during the year. The said policy has been uploaded on the internal portal ofthe Company for information of all employees.

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Accounts) Rules 2014 the relevant data pertaining toconservation of energy technology absorption and foreign exchange earnings and outgo areannexed to Board's Report. (Refer Annexure-6).

BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended inter alia provides that the annual report of the top 1000listed entities based on market capitalisation (calculated as on 31 March of everyfinancial year) shall include a Business Responsibility Report.

As the Company is one of the top 1000 listed entities the Company has presented itsBusiness Responsibility Report for the financial year 2019-20 which is part of thisAnnual Report.

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Company'sbankers customers vendors investors and all other stakeholders for their continuedsupport during the year. Your Directors are also pleased to record their appreciation forthe dedication and committed contribution made by employees at all levels who throughtheir competence and hard work have enabled your Company to achieve good performanceamidst challenging times and look forward to their support in the future as well.

For and on behalf of the Board

S. C. MEHTA

Chairman and Managing Director

Place: Pune

Date: 30th June 2020