To the Members,
Your Directors are pleased to present the 47th Annual Report of the Company
together with the Audited standalone and consolidated Financial Statements of Accounts for
the year ended March 31, 2023.
1. Financial Results
The Company's financial performances for the year under review along with previous
year's figures are given hereunder:
Financial Results (Rs.in Lakhs)
Particulars |
Standalone Year Ended |
Consolidated Year Ended |
|
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
Net Sales and Other Income |
11330.69 |
6792.85 |
11330.51 |
6,792.85 |
Profit before Finance costs and Depreciation |
5851.43 |
2386.06 |
5827.78 |
2,385.07 |
Expenses |
|
|
|
|
Finance cost |
14.47 |
8.55 |
14.47 |
8.55 |
Depreciation and amortisation expenses |
170.68 |
166.80 |
178.27 |
166.80 |
Profit from ordinary activities before Tax Expense |
5666.28 |
2210.71 |
5635.04 |
2209.72 |
Tax expense |
|
|
|
|
Current tax |
1425.57 |
575.56 |
1425.57 |
575.56 |
Tax Related to earlier years |
7.98 |
11.37 |
7.98 |
11.37 |
Deferred tax |
10.78 |
(48.57) |
10.78 |
(48.57) |
Net Profit from ordinary activities after tax |
4221.95 |
1672.35 |
4190.71 |
1,671.36 |
Share of Profit/(loss) of Associates |
- |
- |
(0.35) |
- |
Other comprehensive income /(expense) |
|
|
|
|
(net of tax) |
(182.62) |
326.16 |
(182.62) |
326.16 |
Total comprehensive income for the period |
4039.36 |
1998.51 |
4007.74 |
1,997.52 |
Net Profit / (loss) attributable to |
|
|
|
|
a) Owners of the Company |
- |
- |
4190.36 |
1,671.36 |
b) Non controlling interest |
- |
- |
- |
- |
Other comprehensive income attributable to |
|
|
|
|
a) Owners of the Company |
- |
- |
(182.62) |
326.16 |
b) Non controlling interest - |
- |
- |
- |
|
Total comprehensive income attributable to |
|
|
|
|
a) Owners of the Company |
- |
- |
4007.74 |
1,997.52 |
b) Non controlling interest |
- |
- |
- |
- |
Balance of profit brought forward |
7947.32 |
6748.28 |
7942.45 |
6,744.40 |
Dividend |
|
|
|
|
Dividend (Final) |
(586.99) |
(489.16) |
(586.99) |
(489.16) |
Tax on Dividend (Final) |
- |
- |
- |
- |
Transfer to General Reserve |
- |
- |
- |
- |
Balance carried to Balance Sheet |
11585.77 |
7947.32 |
11549.31 |
7,942.45 |
Basic & diluted earning per equity share on Net profit from
ordinary activities after tax (face value Rs.10/- each) (In `) |
|
|
|
|
Basic |
43.15 |
17.09 |
42.84 |
17.08 |
Diluted |
43.12 |
17.09 |
42.80 |
17.08 |
2. Dividend
Dividend paid during the year ended March 31,2023 include Rs.3/- per equity share
towards Final dividend for the year ended March 31,2022 and an amount of Rs.3/- per equity
share towards Interim dividend for the year ended March 31, 2023 on 9783240 equity shares
of Rs.10/- each.
The Board of Directors recommended a final dividend of Rs.3/- per Ordinary share on
9783240 ordinary shares of Rs.10/- each for the year ended on March 31, 2023. The Dividend
for the year ended March 31, 2023 is subject to the approval of members at the Annual
General Meeting on June 21, 2023 and will be paid within statutory time period, if
approved by the members at the Annual General Meeting.
3. Transfer to Reserves
Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has
not proposed to transfer any amount to general reserves account of the company during the
year under review.
4. Review of Business Operations, performance highlights and Future Prospects
Your Directors wish to present the details of Business operations done during the year
under review:
Standalone:
Total income for the year 2022-23 was registered at Rs.11,330.69 lakhs as compared to
income of Rs.6,792.85 lakhs for the year 2021-22
Net profit after tax was Rs.4221.95 lakhs as compared to Rs.1672.35 lakhs in previous
financial year. Sales volumes for the year 2022-23 were at 1726.41 MT as compared to
1916.78 MT for the year 2021-22.
Consolidated:
Consolidated total income for the financial year 2022-23 stood at Rs.11,330.51 lakhs
while net profit / (loss) after tax reported at Rs.4190.71 lakhs.
During the year, your Company has started new line of business as a Trading Division of
the company by seeing the potential business opportunities in the market with available
set up, business expertise and customer relationship, which referred in Management and
Discussion and Analysis Repot.
5. Investor Education And Protection Fund (IEPF) a) details of the transfer/s to the
IEPF made during the year as mentioned below:
(i) amount of unclaimed/unpaid dividend and the corresponding shares; - the Company had
not declared any Dividend during FY 2015-16. There is no unclaimed Dividend amount due for
transfer to Investor Education and Protection Fund
(ii) redemption amount of preference shares; - Not Applicable
(iii) amount of matured deposits, for companies other than banking companies, along
with interest accrued thereon; - Not Applicable
(iv) amount of matured debentures along with interest accrued thereon; - Not Applicable
(v) application money received for allotment of any securities and due for refund along
with interest accrued; - Not Applicable
(vi) sale proceeds of fractional shares arising out of issuance of bonus shares, merger
and amalgamation; - Not Applicable
b) details of the resultant benefits arising out of shares already transferred to the
IEPF; - Dividend on shares, which are transferred to IEPF, has been also transferred to
IEPF.
c) year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the
Year and the corresponding shares, which are liable to be transferred to the IEPF, and the
due dates for such transfer;
Year |
unpaid/unclaimed dividend lying in the unpaid account |
Date of Declaration of Dividend in AGM / Board |
Due date of Dividend Transfer to IEPF |
Due date of Transfer of corresponding shares to IEPF |
2016-17 |
3,93,322/50 |
20-Jul-17 |
23-Sep-24 |
23-Oct-24 |
2017-18 |
5,38,789/50 |
06-Aug-18 |
10-Sep-25 |
10-Oct-25 |
2018-19 (Interim) |
10,62,036/00 |
26-Oct-18 |
30-Dec-25 |
29-Jan-26 |
2018-19 (Final) |
3,90,536/00 |
09-Aug-19 |
13-Oct-26 |
12-Nov-26 |
2019-20 (Interim) |
7,39,528/00 |
04-Feb-20 |
09-Apr-27 |
09-May-27 |
2019-20 (Final) |
6,38,861/00 |
04-Sep-20 |
08-Nov-27 |
08-Dec-27 |
2020-21 |
5,68,138/00 |
20-Jul-21 |
23-Sep-28 |
22-Oct-28 |
2021-22 |
3,86,444/00 |
28-Jun-22 |
01-Sept-29 |
30-Sept-29 |
2022-23 (Interim) |
4,07,129/00 |
14-Nov-22 |
18-Jan-30 |
17-Feb-30 |
d) the amount of donation, if any, given by the company to the IEPF; - Not Applicable
e) such other amounts transferred to the IEPF, if any, during the year. - The Company has
transferred Bonus Fraction amount Rs.26361/- to Investor Education and Protection fund.
6. Material Changes And Commitment, if any, affecting the Financial Position of the
Company occurred between the end of the Financial Year to which this financial statements
relate and the date of the report
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the date of this Report.
7. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year, pursuant to Regulation 34(2)(e)
of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 forms part of
the Annual Report, attached herewith as
"ANNEXURE-A".
8. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology absorption, Foreign
exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is furnished in ANNEXURE
B and is attached to this report.
Your Company understands and appreciates the responsibility and importance of
conservation of energy and continues to put efforts in reducing or optimizing energy
consumption for its operations.
Your Company is continuously monitoring and taking measures for conservation of energy
such as:
- Reduction in steam consumptions by improving insulation, electricity by installing
LED lamps and high efficiency motors for new installation and cooling water by
debottlenecking of various operations
- Improvement in the yields and planned increase in throughput
- Improved steam condensate recovery by installing new designs of traps and monitoring
trap performance
- Utilization of by-products steams
- Increasing automation for optimum utilisation of energy through automatic power
factor correction and other initiatives
9. Safety, Health And Environment a) Safety and Process Safety :
Safety and process safety appointed qualified EHS professional to implement process
safety in operations. The Company encourages a high level of awareness of safety issues
among its employees and strives for continuous improvement. All incidents are analysed in
the safety committee meetings and corrective actions are taken immediately. Employees are
trained in safe practices to be followed at work place.
The Company has planned Hazard and Operability Analysis (HAZOP) for new installation
and current operations to improve process safety. The Company works on designing and
implementing effective safety management system to improve safety in operations.
Safety promotional activities such as celebration of National Safety day, arranging
poster competition, slogan competition and prize distribution are conducted every year to
encourage safety culture. Company also conducts Mock drill regularly on quarterly basis
and outcome of Mock drill is analyzed and necessary improvements are implemented
regularly. Company also makes continuous efforts to increase Safety awareness with regular
and contractual employees and workers. Team of First Aiders are trained and certified as
part of emergency Management Crew.
b) Health:
Your Company attaches utmost importance to the health of its employees. Periodic
checkup of employees is done to monitor their health. Company also has Occupational Health
Center open for 24 hours, and Ambulance facility at its Manufacturing site. Health related
issues if any are discussed with visiting Medical Officer. Company also has a tie up with
one hospital in the City to provide timely medical assistance to the employees/workers in
case of emergencies. Company has started annual health checkup of job Contractors for
ensuring fitness during work.
c) Environment:
Company always strives hard to give importance to environmental issues in normal course
of operations. Adherence to Environmental and pollution control Norms as per Gujarat
Pollution Control guidelines is of high concern to the Company.Your Company has started
working towards reducing of carbon footprints by increasing Tree Plantation within and
outside company premises. Your Company is also contributing in reducing carbon footprints
from the environment by way of captive consumption of Wind Turbine Generators (WTG) of
total 0.75 MW Capacity as on March 31, 2023 at Shikharpur, Kutch, Gujarat.
10. Cash Flow and Consolidated Financial Statements
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is
part of the Annual Report. The Company has its wholly Owned Subsidiary named DACL Fine
Chem Limited, incorporated on 30.07.2020 and KLJ Organic Diamines Limited, Joint
Venture/Associate Company incorporated on 15.12.2021 (Shareholding between M/s KLJ Organic
Limited (Associate/Joint Venture Partner) and the Company is 65:35 respectively)and
therefore, it isrequired to publish Consolidated Financial Statements.
11. Corporate Social Responsibility (CSR) Initiatives and Policy
The Company believes in contributing to harmonious and sustainable development of
society and that a company's performance must be measured not only by its bottom line but
also with respect to the social contributions made by the company while achieving its
financial goals. During the year, the CSR Expenditure incurred by the company was
Rs.60.60/- Lakhs in the area of Education, Health and Environment. The CSR policy of the
Company may be accessed on the Company website at the link:
https://www.dacl.co.in/pdf/investors/CSR.pdf The Annual Report on CSR Activities is
annexed herewith as ANNEXURE C.
12. Particulars of Loans, Guarantees or Investments made under section 186 of the
Companies Act, 2013
Your Company made investment in Equity shares of other Company during the years for the
purpose of generation of additional surplus income. The particulars of Loans, guarantees
or investments made under Section 186 are furnished in ANNEXURE-D and are attached to this
report. Details of the loans and investments made by your Company are also given in the
notes to the financial statements.
13. Material Orders Passed by Regulatory/Court
During the year,the company has transferred Industrial Plot situated at Dahej to DACL
Fine Chem Limited, Wholly Owned Subsidiary of the Company and Final Transfer Order has
been received from Gujarat Industrial Development Corporation (GIDC) on November 18, 2022.
There were no other significant and material orders passed by any regulators and/or
courts and tribunals which may have the impact on the going concern status and company's
operations in future.
14. Internal Financial Controls
The Board of Directors of the Company has laid down adequate internal financial
controls which are operating effectively. The Company has an Internal Control System,
commensurate with the size, scale and complexity of its operations. Policies and
procedures are adopted by the Company for ensuring the orderly and efficient conduct of
its business, including adherence to the Company's policies, safeguarding of its assets,
the prevention and detection of its frauds and errors, the accuracy and completeness of
the accounting records and the timely preparations of reliable financial information. The
scope of Internal Audit is well defined in the organization. The Internal Audit report
regularly placed before the Audit Committee of the Board. The Management monitors and
evaluates the efficacy and adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures and policies. Based on the report
of Internal Auditors, process owners undertake corrective action in their respective areas
and thereby strengthening the controls continuously. Significant audit observations, if
any, and corrective actions suggested and taken are presented to the Audit Committee of
the Board.
15. Particulars of Contracts or arrangements made with Related Parties
All transactions entered into with the Related Parties as defined under the Companies
Act, 2013 read with Regulation 23 of the SEBI, (Listing Obligations And Disclosure
Requirements) Regulations, 2015 during the financial year were in the ordinary course of
business and on arm's length basis and do not attract the provisions of Section 188 of the
Companies Act, 2013.
There were no materially significant related party transactions made by the Company
with the Promoters, Directors and Key Managerial Personnel which may have a potential
conflict with the interests of the Company at large. All other Related Party Transactions
are placed before the Audit Committee and also the Board for approval. The policy on
materiality of related party transactions and dealing with related party transactions is
uploaded on the Company's website https://www.dacl.co.in/pdf/investors/ RPT_Policy.pdf
The particular of contracts or arrangements with related parties during the year under
review, and the details required in AOC-2 is mentioned in ANNEXURE J.
16. Explanation or Comments on qualifications, reservations or adverse remarks or
disclaimers made by the Auditors and Practicing Company Secretary or Cost Auditor in their
reports
There were no qualifications, reservations or adverse remarks made either by the
Statutory Auditors or by the Practicing Company Secretary or Cost Auditor in their
respective reports except as mentioned in the Annual Secretarial Compliance report given
by Practicing Company Secretary related to violation of SEBI (Prohibition of Insider
Trading) regulations, 2015 ("PIT regulations") by Designated person of the
Company by making contra trade. Your company has complied with the requirement of the
provisions of the PIT Regulations.
17. Annual Return
In accordance with Section 134 (3) (a) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return
pursuant to the provisions of Section 92 (3) in prescribed format is available on
https://www.dacl.co.in/upload/PDF/2022-2023%20Draft%20Annual%20Return%20(MGT-7)_638200647652295482.pdf
18. Number of Board Meetings conducted during the year under review
The Company had 5 (Five) Board meetings during the financial year. During the year
under review, Board Meetings were held respectively on May 11, 2022, August 10, 2022,
November 14, 2022, February 07, 2023 and March 23, 2023. Your Directors confirm that to
the best of their knowledge and belief, applicable provisions related to Secretarial
Standards on the Meetings of the Board of Directors, issued by the Institute of Company
Secretaries of India and approved by the Central Government, have been complied with. The
details of attendance at the Board Meetings is stated herein below for each Director and
the details of attendance at Annual General Meeting for each Director along with their
other Directorships is stated in the Corporate Governance Report which forms part of this
Report. :
Sr. No. |
Name of the Director |
No. of Board Meetings attended (Total 5 held) |
1. |
Mr. Amit M. Mehta |
4/5 |
2. |
Mr. G. S. Venkatachalam |
5/5 |
3. |
Mr. Rajendra Chhabra |
5/5 |
4. |
Dr. Ambrish Dalal |
5/5 |
5. |
Mr. Dhruv Mehta |
5/5 |
6. |
Mrs. Kejal Pandya |
5/5 |
19. Directors Responsibility Statement
In accordance with the provisions of Section 134(5) read with 134 3(c) of the Companies
Act, 2013 the Board hereby submits its responsibility Statement that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period; c) The directors had taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; d) The directors had prepared the annual
accounts on a going concern basis; e) The directors, had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively.-and f) The directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
20. Subsidiary/Associate Company/Joint venture its Performance & Financial Position
During the year 2020, Company had incorporated a Wholly Owned Subsidiary (WOS) Company
named DACL Fine Chem Limited, on July 30, 2020 and holding has 2,00,000 equity shares and
1,32,52,320
1% Non-cumulative Optionally Convertible Redeemable Preference Shares (Series A
66,26,160 & Series B 66,26,160) constituting 100% of the paid-up equity/preference
share capital of DACL Fine Chem Limited as on March 31, 2023.
During the year, the company has transferred Industrial land & Building situated at
plot no. D-II/E-16 (Land Area - 54457.958 sq.mtr) situated at Dahej, Ankleshwar to the
Wholly Owned Subsidiary(WOS) Company i.e. DACL Fine Chem Limited. The WOS Company has
allotted 1% Non-Cumulative optionally Convertible Redeemable Preference Shares in two
series viz. Series A: 66,26,160 Preference shares and Series B: 66,26,160 Preference
shares, of Rs.10 each at par, aggregating to an amount not exceeding the Book Value of
land and Building mentioned in books of the Company as on September 30, 2022 on right
basis for consideration other than cash to the Company against the consideration of
transfer of said plot situated at Dahej, Ankleshwar.
During the previous year, Company has incorporated a company namely KLJ Organic
Diamines Limited in collaboration with another shareholder company M/s KLJ Organic Limited
(Associate/Joint Venture Partner) and shareholding of the KLJ Organic Limited and the
Company is 65:35 respectively. Pursuant to provisions of Section 2(87) of the Companies
Act, 2013, DACL Fine Chem Limited is the 100% wholly-owned subsidiary of our Company and
KLJ Organic Diamines Limited is Associate/Joint venture Company (Shareholding ratio 35%).
For the financial year ended March 31, 2023, the DACL Fine Chem Limited and KLJ Organic
Diamines Limited have not started its commercial activity yet.
The Statement containing salient features of the financial statement of
Subsidiaries/associate companies/ joint ventures (Pursuant to first proviso to sub-section
(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014), Form AOC-1 is
annexed as
ANNEXURE I.
In terms of Section 129(3) of the Companies Act, 2013, the consolidated financial
statements of the company and its subsidiaries prepared in accordance with Ind AS 110 and
111 as specified in the Companies (Indian Accounting Standards) Rules, 2015, forming part
of the annual report. In accordance with Section 136 of the Companies Act, 2013, the
audited financial statements and related information of the company and its subsidiaries,
wherever applicable, are available on the company's website: www.dacl.co.in. These are
also available for inspection during regular business hours at our registered office in
Vadodara, Gujarat, India.
21. Deposits
The Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules,
2014 as amended from time to time, during the year under review and therefore details
mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to
deposits, covered under Chapter V of the Act is not required to be given.
22. Directors
Mr. Amit Mehta was re-appointed as an Executive Chairman of the Company w.e.f. April
01, 2023, for the period of 3 years and eligible for retire by rotation subject to
approval of members at the ensuing Annual General Meeting. Mr. Rajendra Chhabra who is
retired by rotation and being eligible for reappointment subject to approval of the
Members at the ensuing Annual General Meeting.
None of the Directors is disqualified for appointment/re-appointment under Section 164
of the Companies Act, 2013. The Certificate issued by the practicing Company Secretary
relating to non-disqualification of Directors is also attached herewith as "ANNEXURE
G". As required by law, this position is also reflected in the Auditors' Report. The
composition of the Board, meetings of the Board held during the year and the attendance of
the Directors there at have been mentioned in the Report on Corporate Governance in the
Annual Report.
23. Declarations of Independent Directors
All the Independent Directors have submitted their declaration to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules. The Board hereby confirms that all the
Independent directors have registered themselves with Independent Directors Database. Out
of three Independent Directors, two Independent Directors are exempted from the
Proficiency test as per Exemption criteria and one Independent Director has cleared
Proficiency test within statutory time period.
24. Familiarization Programmes
The Company has adopted a familiarization policy for independent directors. The policy
as well as the details with regard to no. of hours and details of imparting the training
to the independent directors of the Company are available on the Company's website
www.dacl.co.in.
25. Board Evaluation
Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation
framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made
by the Board of its own performance and that of its committees and individual directors.
Schedule IV, of the Companies Act, 2013, states that the performance evaluation of
independent directors shall be done by the entire Board of Directors, excluding the
director being evaluated. The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The Board approved the
evaluation results as collated by the nomination and remuneration committee.
26. Particulars regarding Employees Remuneration
Disclosure pertaining to the remuneration and details as required under Section 197(12)
of the Act, and the Rules framed thereunder is enclosed as "ANNEXURE E"
to the Director's Report. The information in respect of employees of the company required
pursuant to rule 5 (1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 will be provided upon request. In terms of Section 136 of the
Companies Act 2013, the Report and Accounts are being sent to the Members and other
entitled thereto, excluding the aforesaid Annexure which is available for inspection by
the Members at the Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting. If any member is
interested in obtaining a copy thereof, such Member may write to the Company Secretary in
this regard.
27. Key Managerial Personnel
As required under Section 203 of the Companies Act, 2013, the Company has noted that
Mr. G. S. Venkatachalam, Executive Director of the Company, Mr. Dipen Ruparelia, Chief
Financial Officer and Ms. Hemaxi Pawar, Company Secretary are the Key Managerial Personnel
of the Company. Mr. Amit Mehta, Director (DIN NO. 00073907) was re-appointed as an
Executive Chairman w.e.f. 1st April, 2023 subject to approval of members.
28. Auditors
a. Statutory Auditors
In accordance with the provisions of Companies Act, 2013, at the 42nd Annual
General Meeting held on 6th August, 2018, the shareholders had appointed M/s K
C Mehta & Co LLP (earlier K C Mehta & Co., Converted into LLP during the year),
Chartered Accountants (ICAI Firm Registration No. 106237W/W100829), as Statutory Auditors
of the Company, for a period of 5 years i.e. up to the conclusion of 47th
Annual General Meeting to be held for the adoption of accounts for the financial year
ending March 31, 2023, subject to approval of the Members at the ensuing Annual General
Meeting.
The Board has reappointed M/s K C Mehta & Co LLP for its 2nd term for
the period of 5 years i.e. up to the conclusion of 52nd Annual General Meeting
to be held for the adoption of accounts for the financial year ending March 31, 2028,
subject to approval of members at the ensuing Annual General Meeting.
As Companies (Amendment) Act, 2017 has done away with the requirement of ratification
at every Annual General Meeting, no ratification for the appointment is required. There is
no qualification or adverse remark in Auditors' report. As regards the comments made in
the Auditors' Report, the Board is of the opinion that the same are self-explanatory and
does not require further clarification.
b. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Sandip Sheth & Associates, Company Secretaries, as secretarial auditors
of the Company, to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit
Report is annexed herewith as "ANNEXURE-F". As regards the comments made in
the Secretarial Auditors' Report, the Board is of the opinion that the same are
self-explanatory and does not require further clarification.
c. Internal Auditors
Pursuant to provisions of section 138(1) of the Companies Act, 2013, the Company has
appointed M/s. CNK & Associates LLP, Chartered Accountants, as Internal auditors of
the Company, to undertake the Internal Audit of the Company from FY 2022-23.
d. Cost Auditors
As per the requirement of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit), Amendment Rules 2014, your Company is required to get
its cost accounting records audited by a Cost Auditor.
On the recommendation of the Audit Committee, M/s. Diwanji & Co., Cost Accountants,
have been re-appointed as the Cost Auditor for the financial year 2023-24. In terms of the
provisions of Section 148(3) of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be
ratified by the Members of the Company. Accordingly, the Board seeks ratification at the
ensuing Annual General Meeting for the remuneration payable to the Cost Auditors for the
financial year 2023-24.
29. Instances of Fraud, if any, reported by the Auditors
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
30. Risk Management Policy
The Company has a risk management policy which from time to time is reviewed by the
Audit Committee of the Board as well as by the Board of Directors. The policy is reviewed
quarterly by assessing the threats and opportunities that will impact the objectives set
for the Company as a whole. The policy is designed to provide the categorization of this
into threats and its cause, impact, treatment and control measures. As part of the risk
management policy, the relevant parameters for manufacturing sites are analyzed to
minimize risk associate with protection of environment, safety of operations and health of
people at work and monitor regularly with reference to statutory regulations and
guidelines define by the company. The company fulfills its legal requirement concerning
ambition, waste water and waste disposal. Improving work place safety continued top
priority at manufacturing site.
31. Disclosure of composition of Audit Committee and Providing Vigil Mechanism
The Company has in place an Audit Committee in terms of requirements of the applicable
provisions of the Companies Act, 2013, Rules made there under and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details of the composition
of the Audit Committee, terms of reference and meetings held are provided in the Corporate
Governance Report which forms part of this Report.
The Company has established a vigil mechanism and oversees through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co employees and the Company.
During the year under review, Audit committee and Board has reviewed and updated
Whistle Blower Policy of the Company. The Company has disclosed information about
establishment of the Whistleblower Policy on its website
https://www.dacl.co.in/pdf/investors/Whistle_blower_policy-DACL.pdf
32. Shares Capital and Debt Structure
a. SHARE CAPITAL
During the year under review the Total Authorized Share Capital is Rs.17,55,00,000/-
(Rupees Seventeen Crore Fifty Five Lakhs Only) and paid-up, issued and subscribed share
capital of the company is Rs.9,78,32,400/- (Rupees Nine Crore Seventy-Eight Lakhs
Thirty-Two Thousand Four Hundred Only).
b. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
During the previous year, the Company has granted 9060 (3310 shares granted at 1st
tranche, 3250 shares granted at 2nd tranche and 2500 shares granted at 3rd
tranche)Stock Option to the employees as Reward/Joining bonus for the year ended March 31,
2023.
The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations,
2014 (SBEB Regulations 2014) and amended as per SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 (SBEB Regulations 2021) in the meetings held in May 11
2022. There was no change in the Scheme except regulatory amendments as per SBEB
Regulations 2021. A certificate from the Secretarial Auditors of the Company that the
Scheme has been implemented in accordance with SBEB Regulations and the resolution passed
by the members, shall be placed in the ensuing Annual General Meeting for inspection of
the members. The disclosures regarding stock options required to be made under the
provisions of the SBEB Regulations, 2021 are available on the website of the Company at
www.dacl.co.in(weblink: https://www.dacl.co.in (weblink:
https://www.dacl.co.in/upload/PDF/2022-2023%20-ESOP%20Disclosure%20by%20BOD_638200646649782299.pdf
33. Insurance
All the properties and assets of the Company are adequately insured.
34. Code of Conduct
The Board of Directors has laid down a Code of Conduct applicable to the Board of
Directors and Senior management which is available on Company's website at link
https://www.dacl.co.in/pdf/investors/ C o d e % 2 0 o f % 2 0 C o n d u c t % 2 0 D i a m
i n e s % 2 0 A n d % 2 0 C h e m i c a l s % 2 0 L i m i t e d % 2 0
-%20Investor%20Information.pdf All Board members and senior management personnel have
affirmed compliance with the Code of Conduct.
35. Insider Trading Policy
As required under the Insider Trading Policy Regulations of SEBI and amendments
thereto, your Directors have framed Insider Trading Regulations and Code of Internal
Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as
well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information. The same is also posted on the website of the Company at
https://www.dacl.co.in/Policy.aspx During the previous year, the insider trading policy
was revised, reviewed and adopted by Audit Committee and Board as well.
36. Nomination And Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed and adopted a policy for selection and appointment of Directors, Senior Management
and their remuneration. The Remuneration Policy on the appointment and remuneration of
Directors and Key Managerial Personnel provides a framework based on which our human
resources management aligns their recruitment plans for the strategic growth of the
Company. The policy is available on website of the Company at link
https://www.dacl.co.in/pdf/investors/Nomination-Remuneration-Policy-03-12-2019-new.pdf
37. Compliance with Secretarial Standards
The Company has complied with Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) and other applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government from time to time.
38. Corporate Governance
Pursuant to the Regulation 27 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and amendments thereunder, a separate section forming part
of this report and titled as "Corporate Governance" is attached herewith as
"ANNEXURE-H".
39. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition
And Redressal) Act, 2013
In line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Internal
Complaints Committees at its workplaces to redress complaints received regarding sexual
harassment. No complaints have been reported during the financial year 2022-23. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
40. Finance
During the previous year, the company had been sanctioned limits from State Bank of
India of Rs.13 crores in the form of Fund Based (FB) Rs.12 crores and Non Fund Based (NFB)
Rs.1 crores.The limits are short term funds for meeting working capital needs of the
Company and secured primarily against current assets and further secured collaterally
against immovable assets of the company.
41. Other Disclosures
The consolidated financial statement is also being presented in addition to the
standalone financial statement of the company which presents the financial data including
Wholly Owned Subsidiary Company/Joint Venture/Associated Company.
42. Acknowledgement
Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on your Company.