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Dharamsi Morarji Chemicals Co Ltd.

BSE: 506405 Sector: Industrials
NSE: DHARAMSI ISIN Code: INE505A01010
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OPEN 387.55
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VOLUME 3692
52-Week high 478.85
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P/E 44.38
Mkt Cap.(Rs cr) 949
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OPEN 387.55
CLOSE 378.35
VOLUME 3692
52-Week high 478.85
52-Week low 295.50
P/E 44.38
Mkt Cap.(Rs cr) 949
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dharamsi Morarji Chemicals Co Ltd. (DHARAMSI) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's Hundredth Annual Reporttogether with the audited financial statements for the financial year ended 31 March 2021

FINANCIAL PERFORMANCE

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Sales Turnover 19634.33 18554.96 19639.15 18556.66
EBITDA 4323.80 3407.71 4327.14 3404.75
Less : Depreciation & Amortization 681.78 615.62 682.94 616.41
Less : Finance Cost 240.00 203.12 240.00 203.12
Profit Before Tax (PBT) 3402.02 2588.97 3404.21 2585.21
Less : Provision for Taxation (MAT) 600.00 452.50 600.40 451.74
Add: MAT Credit Entitlement (462.00) (1011.14) (462.00) (1011.14)
Add/(Less): OCI Tax Impact 7.95 (1.69) 7.95 (1.69)
Profit After Tax 3256.08 3149.30 3257.86 3146.30
Add : Other Comprehensive Income (net of tax) (49.18) 54.98 (49.18) 54.98
Total Comprehensive Income 3206.90 3204.29 3208.68 3201.29
Balance brought forward from last year 10074.64 7219.52 10095.96 7243.84
Other items of Other Comprehensive Income 49.18 (54.98) 49.18 (54.98)
Dividend Paid (380.58) (242.92) (380.58) (242.92)
Dividend Distribution Tax - (51.26) - (51.26)
Balance Carried to Balance Sheet 12950.14 10074.64 12973.24 10095.96
Basic & Diluted EPS (In `) 13.06 12.63 13.06 12.63

The company witnessed strong demand across products in bulk and specialty chemicals.The strong performance was driven by volume growth better realisations and improvedproduct mix. On a consolidated basis the revenue from sales increased to Rs.19639.15Lakhs for FY 20-21 as against Rs.18556.66 Lakhs in the previous year an increase of5.83%. EBITDA was Rs.4327.14 Lakhs in FY 20-21 as against Rs.3404.75 Lakhs in theprevious year an increase of 27.09% and the Profit before tax stood at Rs.3404.21 Lakhsin FY 20-21 as compared to the profit of Rs.2585.21 Lakhs in the previous year anincrease of 31.68%. On a standalone basis revenue from sales increased to Rs.19634.33Lakhs in FY 20-21 as against

` 18554.96 Lakhs in the previous year an increase of 5.82%. EBITDA was

Rs.4323.80 Lakhs in FY 20-21 as against Rs.3407.71 Lakhs in the previous year anincrease of 26.88% and the Profit before tax stood at Rs.3402.02 Lakhs in FY 20-21 ascompared to the profit of Rs.2588.97 Lakhs in the previous year an increase of 31.40%.For FY 20-21 EBITDA includes profit of Rs.494.10 Lakhs on account of the completion ofassignment/ transfer of the Company's closed Khemli Unit.

The financial and operational performance overview and outlook is provided in detail inthe Management Discussion and Analysis forming part of this Annual Report.

IMPACT OF THE CONTINUING COVID 19 PANDEMIC ON THE OPERATIONS AND BUSINESS:

The current "Second Wave" of COVID-19 pandemic has significantly increased inIndia. The Government of India has ruled out a nationwide lockdown for now but regionallockdowns are implemented in areas with a significant number of cases. Your companycontinues to ensure compliance with the directives issued by the Central Government StateGovernments and local government from time to time. All the manufacturing facilities areworking and kept sanitized so that our employees are safe and secure. All safety protocolsare being adhered and the employees are encouraged to take vaccines and provided flexiblework options and adhering to COVID-19 guidelines. Despite the challenging environmentyour company delivered strong performance and remained exceptionally focused to deliveringon our ambitions and ensuring seamless supply of our products to our clients.

DIVIDEND

During the year under review your Company has paid two interim dividends of Rs.0.50/-per equity share of face value of Rs.10/- each fully paid up (being 5%) and Rs.1/- perequity share of face value of Rs.10/- each fully paid up (being 10%). Your Directors arepleased to recommend a final Dividend of Rs.0.50/- per equity share of face value ofRs.10/- each for the year ended 31st March 2021. The Dividend subject to theapproval of Members at the ensuing Annual General Meeting will be paid within the timeperiod stipulated under the Companies Act 2013 (subject to deduction of Tax at source).If approved by the members the total dividend pay-out for FY 2020-21 will be 20% i.e.Rs.2/- per equity share of face value of Rs.10/- each.

During the year the Company has also paid Rs.7.00 Lakhs being dividend @ 2.5% on280000 cumulative non-convertible redeemable preference shares of Rs.100/- each.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") as amended by SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021 made e_ective from 5 _ May 2021 the Board ofDirectors of your Company at its meeting held on 10 _ August 2021 adopted DividendDistribution Policy. The Dividend Distribution Policy is uploaded on the website of theCompany and web-link for the same is https://www.dmcc.com/Media/pdf/DMCC_Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY2020-21 in the profit and loss account.

EQUITY SHARE CAPITAL

As on 31 March 2021 the issued subscribed and paid up share capital of your Companystood at Rs.249399330/- (Rupees Twenty-Four Crores Ninety-Three Lakhs Ninety-NineThousand Three Hundred Thirty Only) comprising of 24939933 Equity shares of `10/- each.

The Company has neither issued shares with di_erential voting rights nor granted anystock options or issued any sweat equity or issued any bonus shares. Further the Companyhas not bought back any of its securities during the year under review and hence nodetails / information invited in this respect.

BOARD MEETINGS

The Board met five times during the year namely 11th May 2020 6 _ August2020 14 _ September 2020 10 _ November 2020 and 8 _ February 2021. The maximum timegap between any two Board Meetings was not more than 120 days as required under Regulation17 of the Listing Regulations Section 173 of the Companies Act 2013 and SecretarialStandard on Meetings of the Board of Directors.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

SUBSIDIARY COMPANY

Borax Morarji (Europe) GmbH is a 100% wholly owned subsidiary Company in Germany.Primarily it owns registrations for your company's products as per REACH regulations. Thisis a requirement for sales into the European Union.

A statement containing the salient features of the financial statement of the Company'swholly-owned subsidiary under the provisions of section 129(3) of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 has have been furnished in theprescribed form AOC-1 and are provided in "Annexure V" to this Report.

Further pursuant to the provisions of Section 136 of the Act the standalone andconsolidated financial statements of the Company and financial statement of thesubsidiaries are available on the website of the company at www.dmcc.com

The Company does not have any Associate or Joint Venture Companies. Further theCompany's policy on determining the material subsidiaries as approved by the Board isuploaded on the company's website athttps://www.dmcc.com/Media/pdf/DMCC_Policy_Determining-Material-Subsidiaries.pdf

CONSOLIDATION OF ACCOUNTS

In pursuance of the mandatory compliance of the with the Indian Accounting Standards(Ind AS) as issued by the Ministry of Corporate A_airs the Company has presentedConsolidated Financial Statements for the year under report consolidating its accountswith the accounts of its Wholly Owned Subsidiary Company viz. Borax Morarji (Europe)GmbH Germany. A separate report of the Statutory Auditor on the consolidated FinancialStatements also forms part of the same.

INDIAN ACCOUNTING STANDARDS

The financial statements comply in all material aspects with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 (the Act)Companies (Indian Accounting Standards) Rules 2015 as amended from time to time andother relevant provisions of the Act. There has been no material change which haveoccurred between end of the financial year 2020-21 and the date of this report.

AUDITORS REPORT

The Auditors' Report on standalone and consolidated financial statements for the yearended 31 March 2021 forms integral part of this Annual Report. The Auditors' Report doesnot contain any qualifications reservations adverse remarks and disclaimer. Notes to theFinancial Statements are self-explanatory and do not call for any further comments. TheStatutory Auditors of the Company have not reported any fraud under Section 143(12) of theCompanies Act 2013 (including any statutory modification(s) or re-enactment for the timebeing in force).

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS a) Procedure forNomination and Appointment of Directors

The Policy on Nomination and Remuneration of Directors Key Managerial Personnel andother employees have evolved and have been formulated in terms of the provisions of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations

2015 as amended with a view to pay equitable and commensurate remuneration to theDirectors Key Managerial Personnel and other Employees of the Company based on thequalification experience and industry standard.

On the recommendation of the Nomination and Remuneration Committee (NRC) the Board hasadopted and framed a Remuneration Policy for the Directors Key Managerial Personnel andother employees pursuant to the applicable provisions of the Act and the ListingRegulations. The remuneration determined for Executive / Independent Directors is subjectto the recommendation of the NRC and approval of the Board of Directors. The Non-ExecutiveDirectors are compensated by way of profit-sharing commission and the criteria being theirattendance and contribution at the Board / Committee Meetings. The Executive Directors arenot paid sitting fees; however the Non-Executive Directors are entitled to sitting feesfor attending the Board / Committee Meetings.

It is a_rmed that the remuneration paid to Directors Key Managerial Personnel and allother employees are in accordance with the Remuneration Policy of the Company. The policyof the Company on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Directors and othermatters provided under Section 178(3) of the Companies Act 2013 and Regulation 19 of theListing Regulations is available on the Company's website at www.dmcc.com

b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on beinginducted into the Board. Further various other programmes are conducted for the benefitof Independent Directors to provide periodical updates on regulatory front industrydevelopments and any other significant matters of importance. The details ofFamiliarization Program are provided in the Corporate Governance Report and is alsoavailable on the Company's website. The Company issues a formal letter of appointment tothe Independent Directors outlining their role function duties and responsibilitiesthe format of which is available on the Company's website at www.dmcc.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there were following changes at the Board level as under:

Shri Haridas Tricumdas Kapadia Independent Director (DIN: 00125090) upon completionof his second term on 16 _ September 2020 as an Independent Director ceased to be theDirector of the Company w.e.f.

17 _ September 2020.

Shri Kapadia joined the company in the year 1964 as a Research & DevelopmentChemist later became Executive Director in the year 1978 and thereafter became JointManaging Director of the company. In the year 1999-2000 he became Managing Director ofBorax Morarji Ltd an associate company. Shri Kapadia thus has a very long and illustriouscareer with the Company spread over a period of over 55 years. During his successfultenure with the company he was actively involved in Planning & Execution of thegrowth expansion & diversification of business of the company and wish him a healthylong & active life and all the best in his future endeavours.

The Management & the members of the Board expressed their sentiments for the wisecounsel guidance & advice of Shri H.T. Kapadia received from time to time and put onrecord their recognition & appreciation for a very long & successful inning ofShri H.T. Kapadia as a part of Executive Management & as well as an IndependentDirector including as the Chairman of the Audit Committee.

Shri Arvind Wasudeo Ketkar Independent Director (DIN: 02863429) upon completion of hissecond term on 16 _ September 2020 as an Independent Director ceased to be the Directorof the Company w.e.f.

17 _ September 2020.

Shri Ketkar has been associated with the company for over a decade & Management ofthe company has always received his wise counsel & advice from time to time. TheManagement & members of the Board place on record their appreciation for his servicesduring his tenure as an Independent Director of the Company and wish him a healthy long& active life and all the best in his future endeavours.

In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation Ms. Mitika L. Goculdas (DIN: 02879174) Vice Chairperson of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has o_eredherself for the re-appointment. The Board recommends her re-appointment. As per theSecretarial Standard – 2 and the Listing Regulations brief profile and other relatedinformation of Ms. Mitika L. Goculdas Vice Chairperson retiring by rotation is providedin the Notice of ensuing Annual General Meeting (AGM).

Pursuant to the recommendation of Nomination and Remuneration Committee and subject tothe approval of the members of the Company in the ensuing AGM the Board of Directors ofthe Company at its meeting held on 21 May 2021:

• Appointed Dr. (Mrs) Janaki Ashwin Patwardhan (DIN: 09180182) as an Additional(Independent) Director of the Company for a period of five consecutive years with e_ectfrom 21 May 2021 on the terms specified in the letter of appointment.

• Elevated Shri Dilip Trimbak Gokhale (DIN: 06734397) to the position of"Whole Time Director" designated as an "Executive Director" of theCompany w.e.f. 22n May 2021 from his current position as "Sr. Executive VicePresident & Company Secretary". Accordingly he was appointed as an AdditionalDirector (Whole Time Director designated as Executive Director). Shri Dilip TrimbakGokhale will be Key Managerial Personnel of the Company in terms of Section 203 of theCompanies Act 2013.

Consequent upon the change of designation of Shri Dilip Trimbak Gokhale as aforesaidhe ceased to be the Company Secretary & Compliance O_cer of the Company w.e.f. 22nMay 2021.

The resolutions for their appointment are included in the Notice of ensuing AnnualGeneral Meeting and members are requested to refer Notice and Explanatory Statement forfurther details.

As per Secretarial Standard - 2 and Listing Regulations brief profile and otherrelated information of Dr. (Mrs) Janaki Ashwin Patwardhan and Shri Dilip T. Gokhale isprovided in the Notice of ensuing AGM.

As on 31 March 2021 Shri Bimal Lalitsingh Goculdas Managing Director and ChiefExecutive O_cer Shri Dilip T. Gokhale Sr. Executive Vice President & CompanySecretary and Shri Chirag J. Shah Chief Finance O_cer are the Key Managerial Personnel ofthe Company in terms of Section 203 of the Companies Act 2013.

Further pursuant to the recommendation of Nomination and Remuneration Committee theBoard at its meeting held on 21 May 2021 appointed Shri Omkar Chandrakant Mhamunkar (ACS26645) as the Company Secretary & Compliance O_cer of the Company and Key ManagerialPersonnel of the Company in terms of Section 203 of the Companies Act 2013 w.e.f. 22nMay 2021.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of Listing Regulations and that they are not aware of any circumstanceor situation which exist or may be reasonably anticipated that could impair or impacttheir ability to discharge duties with an objective independent judgment and without anyexternal influence. During the year the non-executive directors of the Company had nopecuniary relationship or transactions with the Company. In the opinion of the Board allIndependent Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules2014 as amended w.e.f. December 1 2019 all Independent Directors of the Company viz.Shri Sanjeev V. Joshi Shri Madhu T. Ankleshwaria Shri Mukul Taly and Dr. (Mrs.) JanakiAshwin Patwardhan have registered themselves in the Independent Directors databankmaintained with the Indian Institute of Corporate A_airs (IICA). Further in the opinionof the Board of Directors of the Company all Independent Directors possess highintegrity expertise and experience including the proficiency required to discharge theduties and responsibilities as Directors of the Company.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance performance of the Directorsand the working of its Committees based on the evaluation criteria defined by Nominationand Remuneration Committee (NRC) for performance evaluation process of the Board itsCommittees and Directors. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of criteria such as the Boardcomposition and structure e_ectiveness of board processes information and functioningetc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as the composition of committeese_ectiveness of Committee meetings etc.

The performance assessment of Non-Independent Directors Board as a whole and theChairman were evaluated at separate meetings of Independent Directors. The same was alsodiscussed in the meetings of NRC and the Board. Performance evaluation of IndependentDirectors was done by the entire Board excluding the Independent Director beingevaluated.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year underreview were at arm's length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. The Audit Committee andthe Board of Directors at their meetings have reviewed and approved all the related partytransactions undertaken by the Company during the Financial Year. All Related PartyTransactions are placed/routed through the Audit Committee and the Board of Directors.None of the Directors has any pecuniary relationships or transactions with the Company.The related party transactions entered into by the Company are disclosed in Note no. 42 ofthe Notes to Accounts. No transactions were entered into by the Company that requireddisclosure in Form AOC-2. The Policy on Related Party Transactions as approved by theBoard is uploaded on the Company's website at www.dmcc.com

RISK MANAGEMENT

The identification and analysis of risks and putting in place the process formitigation of these risks is an ongoing process. The Company has also laid down procedureto inform the Audit Committee and the Board about the risk assessment and minimizationprocedures. These procedures are periodically reviewed to ensure that executive managementcontrol risks by means of a properly defined framework. The monthly review meetings of allthe functional/ departmental heads inter alia discuss the relative risk management issues.

The Company has a Risk Management Policy which reflects the overall risk managementphilosophy the Company's overall approach to risk management risk assessment riskmitigation mechanism and the role and responsibilities for risk management.

Pursuant to Regulation 21 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") as amended by SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021 made e_ective from 5 _ May 2021 the Board ofDirectors of your Company at its meeting held on 21 May 2021 constituted Risk ManagementCommittee. The details pertaining to composition of Risk Management Committee are includedin the Corporate Governance Report which forms part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 134 of the Companies Act 2013 your Company has in place anadequate system of internal controls to ensure compliance with various policies practicesand statutes. It has procedures covering all financial and operating functions andprocesses. These have been designed to provide a reasonable assurance with regards tomaintaining of proper accounting controls for ensuring reliability of financial reportingmonitoring of operations and compliances.

The Audit Committee meets the Internal Auditors and Statutory Auditors to ascertaininter alia their views on the adequacy of internal control systems and keeps the Board ofDirectors informed of their major observations periodically. The Audit Committee is of theopinion that as on March 31 2021 the internal financial controls were adequate andoperating e_ectively.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitiveinformation the Company has adopted a code of conduct to Regulate Monitor and ReportTrading by Insiders (‘Insider Trading Code') and code of Practices and Procedures forFair Disclosure of unpublished Price Sensitive Information (‘Code of FairDisclosure').

The Insider Trading Code is intended to prevent misuse of unpublished price sensitiveinformation by insiders and connected persons and ensure that the Directors and specifiedpersons of the Company and their dependents shall not derive any benefit or assist othersto derive any benefit from access to and possession of price sensitive information aboutthe Company which is not in the public domain that is to say insider information.

The code of Fair Disclosure ensures that the a_airs of the Company are managed in afair transparent and ethical manner keeping in view the need and interest of all theStakeholders.

ENVIRONMENT HEALTH AND SAFETY _EHS_

The prime endeavour of our Management is to achieve Environment Health and Safety(EHS). The Company has its Environment Health and Safety (EHS) policy. Your Company hasvarious EHS management processes and methodologies being deployed and implemented underthe EHS to ensure that our employees become more safety conscious. The Company has asystem of in- house EHS training for employees and workmen at the factory as also thepractice of sending the employees/ workmen to various external EHS programmes. The EHSmanagement process at both the locations viz. Roha and Dahej are administered by qualifiedprofessionals.

CERTIFICATION a. R esponsible Care Responsible: care is a globalvoluntary initiative of the Chemical Industry the objective of which is continuousimprovement in the areas of environmental protection health safety and security.

The Company has a Responsible Care Policy. It is the endeavour of your Company that ourproducts - both raw material and finished goods pose no risk to employees society andenvironment as well. This is sought to be achieved by minimizing the negative influence ofour products along the entire supply chain right from procurement storage andmanufacturing right up to sale.

Your Company is one of the few in India authorized to use the Responsible care logo.This has been achieved after extensive site and systems component third party mentoringand a series of audits. Logo usage validity for the Company from March 2019 to February2023 renewable thereafter.

b. In-house R & D Unit Registration : Your Company has its own modern andwell-equipped Research and Development Laboratory located at its factory at Roha. Thisin-house R & D Laboratory is a recognised Research Institution by the Department ofScience and Technology Department of Scientific and Industrial Research Government ofIndia New Delhi.

c. T ogether For Sustainability The TFS Audit was carried out under: thestipulations made by a Group of EU based major Pharmaceutical companies. This will enableand has enabled the Company for obtaining expeditious approval for the products sold/to besold in Europe market.

d. ISO Certification : The Company enjoys ISO 9000:2015 Certification formanufacture of various Chemicals at Roha Dist. Raigad in the State of Maharashtra. TheCompany is in the process of obtaining similar ISO Certification for the operations atDahej in course of time.

e. REA REACH: regulation is adopted by the European Union to improve protection ofhuman health and environment from the risks of that can be posed by the Chemicals. REACHstand for Registration Evaluation and Authorisation of all Chemical Substances. BoraxMorarji (Europe) GmbH has registered several products under the REACH Regulations and yourcompany continues to take advantage of this registration.

AUDITORS a) Statutory Auditors:

In the 96 _ Annual General Meeting (AGM) held on 26 _ day of December 2017 Messrs.Rahul Gautam Divan & Associates (RGD & Associates) Chartered Accountants (ICAIFirm Registration No. 120294W) were appointed as Statutory Auditors of the Company for atenure of five years subject to ratification of their appointment at every subsequent AGM.The Ministry of Corporate A_airs has vide notification dated May 7 2018 obliterated therequirement of seeking Member's ratification at every AGM on appointment of StatutoryAuditor during their tenure of five years. Accordingly the resolution for ratification oftheir appointment as Statutory Auditors of the Company is not proposed at the ensuing 100_ Annual General Meeting.

Messrs Rahul Gautam Divan & Associates is a member of Intercontinental Grouping ofAccountants and Lawyers a worldwide association of professional services firms o_eringhigh quality accounting auditing legal and consultancy services. The combined experienceof the partners in the chartered accountancy profession within the firm is over 51 years.RGD & Associates have associated o_ces in Ahmedabad with residential partners at theassociated o_ce. RGD & Associates have been involved in the Statutory Audits and alsoInternal Audits of various companies and have the necessary experience to conduct thestatutory audit of the Company.

b) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of the Companies (Accounts) Rules 2014 and other applicable provisions if any of theCompanies Act 2013 the Board of Directors based on the recommendation of the AuditCommittee has appointed Messrs Mahajan & Aibara Chartered Accountants LLP a reputedfirm of Chartered Accountants as Internal Auditors of the Company for a period of threeyears commencing from 1 April 2019 upto 31 March 2022. The Internal Auditors Mahajan& Aibara Chartered Accountants Mumbai have conducted internal audits periodicallyand submitted their reports to the Audit Committee. Their Reports have been reviewed bythe Audit Committee from time to time.

c) Cost Auditors:

In terms of the provisions of Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time the Board of Directorsbased on the recommendation of the Audit Committee has appointed Shri S.S. Dongare CostAccountant as Cost Auditor of your Company to audit the cost accounts of the Company forFinancial Year 2021-22 at remuneration of Rs.66000/- (Rupees Sixty-Six Thousand Only) asalso the payment of taxes as applicable and reimbursement of actual out-of pocket expensesincurred in connection with the aforesaid audit.

The Cost Audit Report and the Compliance Report of your Company for the Financial Yearended 31 March 2020 by Shri S.S. Dongare Cost Accountant has been duly filed with theMinistry of Corporate A_airs. The Company has maintained cost records as required underthe section 148 of Act.

A resolution seeking Member's ratification for the remuneration payable to the CostAuditor forms part of the Notice of 100 _ Annual General Meeting and the same isrecommended for your consideration and ratification.

d) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethere under the Company has appointed Shri Satish Kumar Jain Proprietor of SKJ &Associates Practicing Company Secretaries (FCS 6398/ PCS 6632) to undertake theSecretarial Audit of the Company. The Secretarial Audit Report in the prescribed form No.MR-3 is included as "Annexure III" and forms integral part of thisReport.

The Secretarial Audit Report does not contain any qualification observation or otheradverse remarks except the observation that the 99.84% of the shareholding of promoter isin dematerialised form and remaining 0.16% is in process of dematerialization as on 31March 2021. The members are hereby informed that dematerialization of the said shares hasalready been initiated and as on date only 0.03% of promoters holdings are in process ofdematerialisation and the same are expected to be done soon.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 197 read with Rules 5(1) 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended for the financial year ended 31 March 2021 have been furnished and areprovided in "Annexure IV" to this Report.

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent to the shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder interested in obtaining the same may write to the Company Secretary at theRegistered O_ce of the Company. The said information is available for inspection by theMembers at the Registered O_ce of the Company on any working day of the Company up to thedate of the 100 _ Annual General Meeting.

The statement containing information as required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure - IV and forms part of thisReport.

INSURANCE

The Company has taken adequate Insurance to cover the risks to its employees property(land and buildings) plant equipment other assets and third parties.

PUBLIC DEPOSITS

During FY 2020-21 your Company has not accepted/ renewed any fixed deposit.Post-Merger of Borax Morarji Limited (BML) with Your Company the balance amount ofunclaimed matured deposit of erstwhile BML as on 31 March 2020 was Rs.0.80 Lakhs. Duringthe year 2020-21 the Company has duly transferred Rs.0.30 Lakhs to the Investor Educationand Protection Fund. Thus as on 31 March 2021 the unclaimed matured deposits areRs.0.50 Lakhs.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year under review your Company has neither given loan to any bodycorporates or any other persons nor provided any corporate guarantee or security underSection 186 of the Companies Act 2013. The Company has given advance against salary tosome employees in terms of the applicable policies of the Company. The said investment waswithin the limits specified under Section 186 of the Companies Act 2013. Particulars ofinvestments and disclosure required under Section 186(4) of the Companies Act 2013 areprovided in the notes to the standalone financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutorycost external Auditor and Secretarial Auditor including audit of internal financialcontrols over the financial reporting by the Statutory Auditors and the reviews performedby the Management and the relevant Board committees including the Audit Committee theBoard is of the opinion that the Company's internal financial controls were adequate ande_ective during the Financial Year ended 31 March 2021.

Accordingly to the best of knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134(5) of the Companies Act 2013:

a) that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable Accounting Standards have been followed and that there are no materialdepartures; b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of a_airs of the Company as at March 31 2021 andof the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and su_cient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual accounts have been prepared on a going basis;

e) that the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatinge_ectively; and

f) that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatinge_ectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

Your Company is in compliance with all the applicable provisions of CorporateGovernance as stipulated under Chapter IV of the Listing Regulations. A detailed report onCorporate Governance as required under the Listing Regulations is provided in a separatesection and forms part of the Annual Report. A Certificate from a Statutory Auditorregarding compliance with the conditions stipulated in the Listing Regulations forms partof the Corporate Governance Report.

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report is presented in a separate section forming part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 is annexed as Annexure I and forms part of thisReport.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors' and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and provides to employees' direct access to the Chairman of the Audit Committee.It is a_rmed that no personnel of the Company have been denied access to the AuditCommittee. The Whistle Blower Policy has been posted on the Website of the Company atwww.dmcc.com

CORPORATE SOCIAL RESPONSIBILITY _CSR_

The Company has a Policy on Corporate Social Responsibility and the same has beenposted on the website of the Company at www.dmcc. com The Annual Report on CSR activitiesin terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules2014 is annexed as Annexure -II which forms part of this Report.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

Your company always endeavours and provide conducive work environment that is free fromdiscrimination and harassment including sexual harassment. Your Company has zero tolerancetowards sexual harassment at workplace and has adopted a policy for prevention of SexualHarassment of Women at workplace. The Company has set up an Internal Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013to look into complaints relating to sexual harassment at workplace of any woman employee.During the year under review no complaints pertaining to sexual harassment were receivedand no complaint was pending as on March 31 2021.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder thecopy of the Annual Return for FY 2020-21 is uploaded on the website of the Company atwww.dmcc.com

Annual Return for 2019-20: https://www.dmcc.com/Media/pdf/Annual-Return-MGT-7_FY-2019-20_DMCC.pdf(after clicking on the link kindly download the attachment to open the form)

Annual Return for 2020-21: https://www.dmcc.com/Media/pdf/Annual-Return-MGT-7_FY-2020-21-Draft_DMCC.pdf

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The relevant Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) related to the Board Meetings and General Meeting have been complied with bythe Company.

GENERAL DISCLOSURE

During the year under review:

a) the Company has not made any provisions of money or has not provided any loan to theemployees of the Company for purchase of shares of the Company pursuant to the provisionsof Section 67 of Companies Act 2013 and Rules made thereunder.

b) there are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

c) there are no applications made or any proceeding pending against the Company underInsolvency and Bankruptcy Code 2016 and there are no instances of one time settlement.

d) there are no significant material changes and commitments a_ecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of this Report.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond itelectronic copy of the Notice of 100 _ Annual General Meeting of the Company including theAnnual Report for FY 2020-21 are being sent to all Members whose e-mail addresses areregistered with the Company / Depository Participant(s).

ACKNOWLEDGEMENTS

The Directors are thankful to your Company's shareholders customers suppliers andcontractors various departments of Central and State Governments and Banks for theircontinued valuable support. The relations between the employees and the managementcontinue to be cordial. Your Directors place on record their appreciation of the sincereand devoted e_orts of the employees at all levels and their continued co-operation andcommitment.

For and on behalf of the Board
Laxmikumar Narottam Goculdas
Chairman
DIN : 00459347
Registered O_ce
Prospect Chambers
317/321 Dr. Dadabhoy Naoroji Road Fort
Mumbai 400001.
Date : 10 _ August 2021

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