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DIC India Ltd.

BSE: 500089 Sector: Industrials
NSE: DICIND ISIN Code: INE303A01010
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OPEN 384.00
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VOLUME 459
52-Week high 495.00
52-Week low 321.00
P/E 35.54
Mkt Cap.(Rs cr) 361
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 384.00
CLOSE 375.80
VOLUME 459
52-Week high 495.00
52-Week low 321.00
P/E 35.54
Mkt Cap.(Rs cr) 361
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

DIC India Ltd. (DICIND) - Director Report

Company director report

Dear Shareholders

Your Directors take pleasure in presenting the 74th Annual Report on the business andoperations of DIC India Limited ('Company') along with the summary of financialstatements for the year ended December 31 2021.

Financial Highlights

(Rs.in Lakhs except EPS gure)

Year ended
Particulars December 31 2021 December 31 2020
(Audited) (Audited)
Revenue from Operations 74482.95 60825.48
Other Income 952.59 734.71
Total Income 75435.54 61560.19
Total Expenses 73759.41 60234.95
Profit before Exceptional Item and Tax 1676.13 1325.24
Exceptional Item: - 9762.53
Profit Before Tax 1676.13 11087.77
Tax Expense - Current tax 407.51 2522.50
- Deferred Tax Charge/ (Credit) 29.77 (24.77)
Total Tax Expenses 437.28 2497.73
Profit for the Period/ Year 1238.85 8590.04
Other Comprehensive Income/ (Loss) (34.68) (28.66)
Total Comprehensive Income for the Period/ Year 1204.17 8561.38
Paid-up Equity Share Capital 917.90 917.90
Earnings per equity share (of Rs.10 each) (not annualised)
(a) Basic 13.50 93.58
(b) Diluted 13.50 93.58

State of Company's Affairs

Your Company recorded a turnover of Rs. 7421.49 million in the current year against Rs.6060.52 million in the previous year. The sales volume was higher by 7% against 2021 witha value growth of 23%. The Company faced multiple challenges during the year led bycontinuous rise in raw material cost due to availability issues and increase in crudeprices coupled with constraints in global supply chain leading to delayed shipment.

The Company operates in two segments Printing Inks and Lamination Adhesives. Theturnover of Printing Inks registered a growth of 25% at Rs. 6876.70 million against a saleof Rs. 5511.08 million in 2020. The Adhesive segment did not have a growth and recorded asale of Rs. 571.60 million against Rs. 571.46 million in 2020. The Company registered aProfit Before Tax and exceptional income (including Other Comprehensive Income) of Rs.162.90 million for the year ended 31st December 2021 against a Profit Before Tax(including the Comprehensive Income) of Rs. 128.69 million in the previous year. On anoverall basis including the exceptional Income and Comprehensive Income the ProfitBefore Tax was Rs. 162.90 million for the year ended 31st December 2021.

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI Listing Regulations) isannexed to the report as Annexure A.

Dividend

The Board of Directors have recommended a nal dividend of Rs. 3.00 (Rupees Three only)per equity share for FY 2021 and a special dividend of Rs. 2.00 (Rupees Two only) perequity share for FY 2021 to commemorate 75 years of the Company for the approval of theMembers at the ensuing Annual General Meeting (AGM).

The dividend will be paid out of profits for the year. The dividend is subject to theapproval of the Shareholders at the Annual General Meeting ('AGM') scheduled to be held onTuesday March 22 2022. The dividend once approved by Shareholders will be paid on andfrom April 05 2022.

Pursuant to the Finance Act 2020 dividend income is taxable in the hands of theshareholders effective April 1 2020 and the Company is required to deduct tax at sourcefrom dividend paid to the Members at prescribed rates as per the Income Tax Act 1961.

The Register of Members and Share Transfer Books of the Company will remain closed fromMarch 16 2022 to March 22 2022 (both days inclusive).

Transfer to Reserves

The Company has not transferred any amount to the General Reserve for the financialyear ended December 31 2021.

Material Changes and Commitments if any affecting the Financial Position of thecompany which have occurred between the end of the Financial Year of the company to whichthe Financial Statements relate and the date of the report

No material changes and commitments have occurred after the closure of the year tillthe date of this Report which affect the financial position of the Company.

Changes in the Nature of Business

There has been no fundamental change in the nature of business of the Company duringthe financial year ended December 31 2021.

Change in Share Capital

The paid-up share capital of the Company as on December 31 2021 was Rs. 91.79 millionand there has been no change in the capital structure of the Company.

Meetings of The Board and Committees of The Board

The Board met seven times during the year under review. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 (the 'Act') andthe SEBI Listing Regulations. The Committees of the Board usually meet the day before oron the day of the Board meeting or whenever the need arises for transacting business.Details of composition of the Board and its Committees as well as details of Board andCommittee meetings held during the year under review are given in the Corporate GovernanceReport.

Declaration By Independent Directors

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 and Regulations 16(1)(b) and25(8) of the SEBI Listing Regulations that he/she meets the criteria of independence aslaid out in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBIListing Regulations.

In the opinion of the Board there has been no change in the circumstances which mayaffect their status as independent directors of the Company and the Board is satisfied ofthe integrity expertise and experience (including pro ciency in terms of Section 150(1)of the Companies Act 2013 and applicable rules thereunder) of all Independent Directorson the Board.

Evaluation of Board's Performance

The Board evaluated the effectiveness of its functioning that of the Committees and ofindividual Directors pursuant to the provisions of the Companies Act 2013 and SEBIListing Regulations. The Board sought the feedback of Directors on various parametersincluding:

Degree of ful llment of key responsibilities towards stakeholders (by way of monitoringcorporate governance practices participation in the long-term strategic planning etc.);

Structure composition and role clarity of the Board and Committees;

Extent of co-ordination and cohesiveness between the Board and its Committees;

Effectiveness of the deliberations and process management;

Board/Committee culture and dynamics; and

Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company was evaluated takinginto account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individualdirectors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and themeeting of Nomination and Remuneration Committee the performance of the Board itscommittees and individual directors was discussed.

The evaluation process endorsed the Board Members' con dence in the ethical standardsof the Company the resilience of the Board and the Management in navigating the Companyduring challenging times cohesiveness amongst the Board Members constructiverelationship between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members to discharge their responsibilitiesand fiduciary duties.

Familiarisation Programme for Directors

As a practice all new Directors (including Independent Directors) inducted to theBoard are given a formal orientation. The familiarisation programme for our Directors iscustomised to suit their individual interests and area of expertise. The Directors areusually encouraged to interact with members of Senior Management as part of the inductionprogramme. The Senior Management make presentations giving an overview of the Company'sstrategy operations products markets and group structure Board constitution andguidelines and the major risks and risk management strategy. This enables the Directorsto get a deep understanding of the Company its people values and culture and facilitatestheir active participation in overseeing the performance of the Management.

Remuneration Policy

A Nomination and Remuneration Policy formulated and adopted pursuant to the provisionsof Section 178 and other applicable provisions of the Companies Act 2013 and Rulesthereto inter alia de ne the Companies policy on appointment and remuneration by theNomination and Remuneration Committee.

The said policy may be referred to at the Company's websitehttps://www.dic.co.in/sites/default/ les/2021-01/remuneration-policy.pdf.

Particulars of Loans Guarantees or Investments

The Company has not given any loan guarantees or made any investments prescribed underSection 186 of the Companies Act 2013.

Subsidiary/Associates/Joint Venture Companies

The Company does not have any subsidiary/associate/joint venture company for the yearended December 31 2021.

Deposits

In terms of the provisions of Section 73 to 76 of the Companies Act 2013 read with therelevant rules made thereunder your Company has not accepted any deposit from the public.

Annual Return

The Annual Return for financial year 2021 as per provisions of the Companies Act 2013and Rules thereto is available on the Company's website athttps://www.dic.co.in/investors/corporate-news.

Energy Technology & Foreign Exchange

As required under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings & outgo is annexed and forms a part of thisReport as Annexure B.

Human Resources

DIC India believes that the Competence and Commitment of our employees are the keydifferentiating factors which enable our organization to create value by offering qualityproducts & services to our customers. We strive to create a harmonious workenvironment & strengthen our work culture to drive high level of performanceorientation. As a part of the culture we are committed towards scaling up competencelevel of employees & offering them a long term career to attract & retain talent.As on December 31 2021 the Company had 492 employees (previous year 496) on its directpay roll.

Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended forms part of this Report as Annexure C. As perthe provisions of Section 136(1) of the Companies Act 2013 the Annual Report excludingthe information on employee's particulars under Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is being sent to the members whichis however available for inspection in electronic mode. Members can inspect the same bywriting to investors@dic.co.in. Any member interestedin obtaining suchinformationmay write to the Company Secretary and the same will be furnished without any fee.

Disclosures Under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made thereunder your Company has inplace a Policy for Prevention of Sexual Harassment of Women at Work Place and constitutedan Internal Complaints Committees (ICC). No complaint has been raised during the yearended December 31 2021.

Audit Committee

The composition and terms of reference of the Audit Committee has been furnished underClause 6 in the Corporate Governance Report forming a part of this Report. There had beenno instances where the Board has not accepted the recommendations of the Audit Committee.

Particulars of Contracts or Arrangements with Related Parties

Related Party Policy has been adopted by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said policymay be referred to at the Company's website https://www.dic.co.in/sites/default/les/2021-01/related-party-policy.pdf. The Audit Committee reviews all related partytransactions quarterly.

Further during the year there were no material related party contracts entered into bythe Company and all contracts were at arm's length and in ordinary course of business.

Whistle Blower Mechanism

The Company has an updated Whistle Blower Policy in place. The said policy may bereferred to at the Company's website https://www.dic.co.in/sites/default/les/2021-04/Whistle_Blower_Policy_0.pdf.

Internal Control Systems

The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of its business. Detailed procedural manuals are in place toensure that all the assets are protected against loss and all transactions are authorizedrecorded and reported correctly. The internal control systems of the Company are monitoredand evaluated by internal auditors and their audit reports are reviewed by the AuditCommittee of the Board of Directors. The observations and comments of the Audit Committeeare placed before the Board.

Risks & Mitigation Steps

The Board has adopted a risk management policy where various risks faced by the Companyhave been identified and a framework for risk mitigation has been laid down. Even thoughnot mandated the Company has constituted a Risk Management Committee to monitor reviewand control risks. The risks and its mitigating factors are discussed in the Board.

Corporate Social Responsibility (CSR)

Acknowledging its responsibility towards the society your Company has put in place aCSR Policy which may be referred to at the Company's websitehttps://www.dic.co.in/sites/default/ les/2022-02/CSR%20Policy.pdf. The CSR Committeeguides and monitors the activity undertaken by the Company in this sphere.

Pursuant to the provisions of Sec 135 of the Companies Act 2013 and applicable Rulesfor the year ended December 31 2021 the Company had a corpus of Rs. 20.46 Lakh in itsCSR funds to be spent towards CSR activity.

As part of DIC India Corporate Social Responsibility the Company actively worked onthe following three CSR initiatives:

The first Initiative “Deeksha” focuses on imparting Girl Children educationprogram covering 150 Children in the age group of 5 years to 12 years of surroundingVillages adjacent to our project site at Saykha. They were imparted “VaaGaLe”Reading Writing & Arithmetic competency through our program aligned with the schoolcurriculum.

The Second initiative “Disha” pertains to Girls' Skill Development wherein 30girls were imparted Skill development program based on Computer skills learning.

The third initiative was based on the objective of enabling better medical facility andmedical services to the needy people of the surrounding villages near our project sitei.e. Saykha. As a part of this initiative we donated a fully tted ambulance to localauthorities at Talkua Health Of ce.

The Company in the Financial Year 2021 has fully utilized the CSR Corpus and spentRs.20.51 Lakh towards Corporate Social Responsibility. The Annual Report on CSRactivities in terms of Section 135 of the Companies Act 2013 and the Rulesframed thereunder is annexed to this report as Annexure D.

Corporate Governance

Your Company attaches considerable significance to good Corporate Governance as animportant step towards building investor con dence improving investors' protection andmaximizing long-term shareholders' value.

Pursuant to the SEBI Listing Regulations the Corporate Governance Report is annexed tothis report as Annexure E. Further the certificate of the Statutory Auditors M/sDeloitte Haskins & Sells LLPs confirming compliance of conditions of CorporateGovernance as stipulated under Schedule V(E) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to thisreport as Annexure F.

Secretarial Standards

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 effectively.

Business Responsibility Report

The Securities and Exchange Board of India ('SEBI') requires companies to prepare andpresent to stakeholders a Business Responsibility Report ('BRR'). Company has prepared theBusiness Responsibility as per the Suggested Format of SEBI. The BRR is annexed to thisReport as Annexure G. The same is also available on Company's websitehttps://www.dic.co.in/investors/corporate-news.

Directors

During the year under review Mr. Dipak Kumar Banerjee (DIN: 00028123) and Dr. ReenaSen (DIN: 07082198) Independent Directors stepped down from the Board of the Companyw.e.f. March 21 2021 upon completion of their term.

The term of Mr. Manish Bhatia Managing Director and Chief Executive Officer (DIN:08310936) has expired on January 29 2022 & that of Mr. Taishi Nojima Whole TimeDirector (DIN: 08401012) expired on December 25 2021. The Company has sought Members'approval through Postal Ballot for the re-appointment of Mr. Manish Bhatia (DIN:08310936) Managing Director and Chief Executive Officer and Mr. Taishi Nojima (DIN:08401012) Whole-time Director w.e.f. January 30 2022 and December 26 2021 respectively.

In terms of Applicable provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ho Yeu Guan (DIN: 08066136) Director of the Companyretires at the ensuing AGM and being eligible seeks reappointment.

The necessary resolutions for re-appointment of Mr. Ho Yeu Guan forms part of theNotice convening the ensuing AGM scheduled to be held on Tuesday March 22 2022.

The pro le and particulars of experience attributes and skills that qualify Mr. Hofor Board membership are disclosed in the said Notice.

Key Managerial Personnel

In terms of Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are:

Mr. Manish Bhatia Managing Director & Chief Executive Officer

Mr. Taishi Nojima- Whole Time Director

Mr. Sandip Chatterjee - Chief Financial Officer

Mr. Raghav Shukla Corp. General Manager-Legal & Company Secretary

During the year under review there has been no change in the Key Managerial Personnel.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability con rms that:

In the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures if any;

The Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theProfit and Loss of the company for that period;

The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

The Directors had prepared the annual accounts on a going concern basis; and

The Directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors

As per the provisions of the Act the Company appointed M/s. Deloitte Haskins &Sells LLP Chartered Accountants as the Statutory Auditors of the Company for a period ofve years commencing from the conclusion of the 70th Annual General Meeting held on March22 2018.

Statutory Auditors' Observations

The Auditors' Report on the Financial Statements for the Financial Year ended December31 2021 is an Un-modi ed report and does not contain any quali cation report of fraudreservation adverse remark or disclaimer and do not call for any further comments.

Secretarial Auditor

The provisions of Section 204 of the Companies Act 2013 mandates Secretarial Audit ofthe Company by a Company Secretary in Practice. The Board appointed M/s. T. Chatterjee& Associates Practicing Company Secretary (Firm Registration No. P2007WB067100) asthe Secretarial Auditor for the financial year ending December 31 2021. The SecretarialAuditors' Report for the financial year ending December 31 2021 is annexed to this Reportas Annexure H. There are no quali cation reservation adverse remark or disclaimerin the said report and do not call for any further comments.

Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act 2013 and theCompanies (Audit & Auditors) Rules 2014 the Company is required to appoint a costauditor to audit the cost records of the applicable products of the Company relating tothe business of manufacturing printing inks. Accordingly M/s. Sinha Chaudhuri &Associates Cost Accountants (Firm regn. No. 000057) were appointed as the Cost Auditorsfor auditing the Company's cost accounts for the year ended December 31 2021.

Transfer to Investor Education & Protection Fund

During the financial year ended December 31 2021 unpaid or unclaimed dividend for thefinancial year ended December 31 2013 amounting to Rs. 282244 were transferred to theInvestor Education and Protection Fund established by the Central Government incompliance with section 125 of the Companies Act 2013. Further 14982 Shares weretransferred to Investor Education and Protection Fund during Financial Year ended December31 2021.

Signi cant and Material Orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's operations in future.

Acknowledgement

Your Directors take this opportunity to thank the employees customers shareholderssuppliers bankers business partners/associates financial institutions Securities andExchange Board of India and Central and State Governments for their consistent support andencouragement to the Company.

For and on behalf of the Board
February 11 2022 Sd/- Partha Mitra Sd/- Manish Bhatia
Noida Director Managing Director &
DIN: 00335205 Chief Executive Officer
DIN: 08310936

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