Dear Members,
Your Directors present 7th Annual Report on the business and operations of DCM Nouvelle
Limited ("DCMNVL"/ the "Company"), together with the audited financial
statements for the financial year ended March 31, 2023 and other accompanying reports,
notes, and certificates.
1. Company Overview
DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded and
combed yarns in single and two-ply forms count range Ne 12s to 40s. The Company has a
spindle capacity of 1,57,872 located at Hisar with approx. 3400 MT of monthly production.
2. Financial Highlights
The Company adopted Indian Accounting Standards ("Ind AS") from April 1,
2016, with transition date from April 1, 2015. Accordingly, the financial reports for
current financial year 2022-2023 and previous financial year 2021-2022 have been prepared
as per Ind AS reporting framework.
The financial highlights of the Company for the year ended March 31, 2023, are as
follows:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Revenue |
87,032.76 |
91,763.55 |
87,023.96 |
91,763.55 |
| Expenditure |
84,654.63 |
75,336.82 |
84,906.82 |
75,350.53 |
| Earnings before Interest, Depreciation, Tax and |
3,993.26 |
18,286.41 |
3,740.77 |
18,266.70 |
| Amortisation (EBITDA) |
|
|
|
|
| Interest & Finance Charge |
616.32 |
617.36 |
621.94 |
617.36 |
| Depreciation and amortisation charge |
998.81 |
1,236.32 |
1,001.69 |
1,236.32 |
| Profit/(Loss) before Exceptional Items and Tax |
2,378.13 |
16,432.73 |
2,117.14 |
16,413.02 |
| Exceptional Items |
294.08 |
- |
294.08 |
- |
| Profit/(Loss) after Tax |
1,427.04 |
12,279.46 |
1,166.05 |
12,259.75 |
| Other comprehensive Income/loss |
13.58 |
(29.31) |
13.58 |
(29.31) |
| Total comprehensive Profit/(loss) for the year |
1,440.62 |
12,250.15 |
1,179.63 |
12,230.44 |
3. Dividend and Appropriations
In Considering the future needs of the Company for expansion and growth and to
strengthen the financial position of the Company, your directors do not recommend any
dividend for the financial year ended March 31, 2023. No appropriations are proposed to be
made for the year under review.
As per Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Dividend Distribution Policy is disclosed in the Corporate
Governance Report and is uploaded on the Company's website at weblink.
4. Reserves
The Board of Directors have decided to retain the entire amount of profit under
Retained Earnings. Accordingly, your Company has not transferred any amount to General
Reserves for the year ended 31 March, 2023.
5. Company's Performance
On a standalone basis, the revenue for FY 2023 was
` 870.33 crore, lower by 5.15 percent over the previous year's revenue of ` 917.63
crore. The profit after tax ("PAT") attributable to shareholders for FY 2023 was
` 14.27 crore lower by 88.38 percent over the PAT of ` 122.79 crore in FY 2022.
On a consolidated basis, the revenue for FY 2023 was
` 870.24 crore, The profit after tax ("PAT") attributable to shareholders and
non-controlling interests for FY 2023 was 11.66 crore lower by 90.49 percent over the PAT
of ` 122.60 crore in FY 2022.
6. Change in the Nature of Business
There was no change in nature of the business of the Company during the financial year
ended on March 31, 2023.
7. Capital Structure
During the year under review, there has been no change in the capital structure of the
Company. As on March 31, 2023 the Authorised Share Capital was
` 20,05,00,000/- and Paid-up capital was
` 18,67,77,490/-.
8. Material Changes and Commitments, affecting the Financial Position of the
Company:
There were no material changes and commitments affecting the financial position of your
Company between the end of FY23 and the date of this report, which could have an impact on
your Company's operation in the future or its status as a "Going Concern".
9. Subsidiaries, Joint Ventures & Associates: 9.1. Details of Subsidiaries
As on 31 March 2023, the Company had 1 (One) Subsidiary only as detailed below:
Sr. No. |
Name of Subsidiary |
Date of creation of interest |
Nature of interest/ percentage of shareholding |
Location |
1. |
DCM Nouvelle Specialty Chemicals Limited |
02.02.2022 |
Subsidiary (76%) |
India |
DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited
Company on 02nd February 2022 under the Companies Act, 2013, having its registered office
in New Delhi, India. DCMSCL is engaged, inter-alia, in the business of manufacturing of
Specialty Chemicals. The Company holds 76% equity shares in DCMSCL.
During the FY 2022-23, DCMSCL entered into Lease agreement for 21 acres of Land with
DMIC Vikram Udhyogpuri Ltd, Village Narvar, Ujjain, Madhya Pradesh for a term of
Ninety-Nine years for manufacturing & processing Specialty Chemicals and performed
Bhoomi Poojan for the construction of its new Chemical plant at the proposed site on 20th
January 2023. During the year, construction on a new manufacturing facility started, and
an R&D lab was set up at the proposed site. The Board of Directors of the DCMSCL
decided to enter initially in multi-purpose Specialty Chemicals. The new facility is
expected to be commissioned by the end of FY 2023-24. During the year, DCMSCL also raised
` 32.78 Crore from its existing shareholders i.e., DCM Nouvelle Limited and Mr. Hemant
Bharat Ram and expected to raise further in the financial year 2023-24.
9.2 Financial Performance of Subsidiaries
Pursuant to Section 129(3) of the Act, a statement containing salient features of the
Financial Statements of each of the subsidiaries in the prescribed Form AOC-1 is set out
in Annexure-A to this report.
There are no associates or joint venture companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act"). There has been no material change in the
nature of the business of the subsidiary.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiary, are available on the
Company's website at weblink.
10. Directors Responsibility Statement
Based on the framework of Internal Financial Controls and compliance systems
established and maintained by the Company, the work performed by the Internal Auditors,
Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial
Controls over financial reporting by the Statutory Auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during Financial Year 2022-23.
Accordingly, pursuant to Sections 134
(5) of the Act, the Board of Directors, to the best of its knowledge and ability,
confirm that: a) in the preparation of the annual accounts for the Financial Year ended
March 31, 2023, the applicable accounting standards have been followed and there are no
material departures; b) they have 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 of the Company for that period; c) they have taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities; d) they have prepared the Annual Accounts
for the Financial Year ended March 31, 2023 on a going concern basis; e) they have laid
down internal financial controls to be followed by the Company and such internal financial
controls are adequate and operating effectively; f) they have devised proper systems to
ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
11. Corporate Structure – Directors and Key Managerial Personnel
11.1 Board of Directors
The composition of the Board of Directors of the Company is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an
appropriate combination of Executive, Non-Executive, and Independent Directors. The Board
of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One)
Whole Time Director, 2 (Two) Non-Executive Non Independent Directors and 3 (Three)
Independent Directors (including a Woman Director). The complete list of Directors of the
Company along with their brief profile has been provided in the Report on Corporate
Governance forming part of this Annual Report.
Further, all the Directors and senior management personnel of the Company affirmed
compliance with the Code of Conduct for the financial year 2022-2023 and the declaration
in this respect appears elsewhere in the Annual Report.
11.2 Directors
Re-Appointment of Dr. Vinay Bharat Ram, As Whole Time Director.
During the year under review, Dr. Vinay Bharat Ram (DIN: 00052826), was re-appointed as
Whole-Time Director for a period of 2 (two) years effective October 1, 2022 upto September
30, 2024.
Change in Designation of Mr. Rakesh Goel from Whole Time Director to Non-Executive
Director.
During the year under review, Mr. Rakesh Goel, (DIN: 00226058) ceased to be a Whole
Time Director of the Company with effect from 31st December 2022 and continued
to be a Non-Executive Director of the Company w.e.f 01 January, 2023.
11.3 Key Managerial Personnel (KMP)
The following are the Whole-Time Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
1. Mr. Hemant Bharat Ram, Managing Director,
2. Mr. Sandeep Kumar Jain, Chief Financial Officer and
3. Mr. Mohd Sagir, Company Secretary There has been no change in the KMPs during the
year under review.
11.4 Directors retiring by rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Jitendra Tuli, Director of the Company shall retire by
rotation at the ensuing Annual General Meeting. Mr. Jitendra Tuli, being eligible, has
offered himself for reappointment. The Board recommends his appointment for your approval
in the best interests of the Company. A Special resolution is proposed and forms part of
the Notice seeking approval of the shareholders for his reappointment. The relevant
details of Mr. Jitendra Tuli form part of the Notice convening 07th AGM.
11.5 Independent Directors
The Independent Directors had submitted their disclosures to the Board that they fulfil
the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of
Listing Regulations. There had been no change in the circumstances affecting their status
as Independent Directors of the Company to qualify themselves to be appointed as
Independent Directors under the provisions of the Act and the relevant regulations. The
Independent Directors have given the declaration under Rule 6(3) of the Companies
(Appointment and Qualification of Directors)
Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their
names are registered in the databank as maintained by the Indian Institute of Corporate
Affairs ("IICA").
None of the Independent Non-Executive Directors held any equity shares of your Company
during the financial year ended 31 March, 2023.
Refer Corporate Governance Report for detail of shareholding of directors. Except as
mentioned in the Corporate Governance Report, none of the other Directors hold any shares
in the Company.
None of the Directors had any relationships inter se.
11.6 Familiarization Program for Independent Directors
In compliance with the requirements of Listing Regulations, the Company has put in
place a framework for Directors' Familiarisation Programme to familiarize the Independent
Directors with their roles, rights and responsibilities, strategy planning, manufacturing
process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law
and Company's codes & policies. The details of the familiarisation programme conducted
during the financial year under review are explained in the Corporate Governance Report.
The same is available on Company's website and accessible through weblink.
11.7 Meetings of the Board of Directors
The details of composition of the Board, its committees, their meetings held and
attendance of the Directors at such meetings are provided in the Corporate Governance
Report, which is a part of this Report.
11.8 Board Evaluation
The Board of Directors carried out an annual evaluation of its own performance,
performance of Board Committees and individual Directors pursuant to the provisions of the
Act and the Listing Regulations. The performance of the Board, the Committees and
individual Directors was evaluated by the Board after seeking inputs from all the
Directors through a questionnaire wherein the Directors evaluated the performance on scale
of one to five based on the following criteria: a) Criteria for Board performance
evaluation includes degree of fulfilment of key responsibilities, Board structure and
composition, establishment, and delineation of responsibilities to committees,
effectiveness of board processes, information and functioning, board culture and dynamics,
quality of relationship between the Board and the management. b) Criteria for Committee
performance evaluation includes degree of fulfilment of key responsibilities, adequacy of
committee composition, effectiveness of meetings, committee dynamics, quality of
relationship of the committee with the Board, and the management. c) Criteria for
performance evaluation of Individual Directors includes fulfilment of the independence
criteria as specified in the Listing Regulations and their independence from the
management, attendance, contribution at meetings, guidance, support to management outside
Board/ Committee meetings. The above criteria are broadly based on the Guidance Note on
Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The NRC also reviewed the performance of the individual directors.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors and performance of the Board was evaluated, views of the Non-Executive Directors
were also taken.
The Board and the NRC reviewed the performance of individual Directors on the basis of
criteria such as the contribution of the individual Directors to the Board and Committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
In the Board meeting that followed the meeting of the Independent Directors and meeting
of NRC, the performance of the Board, its committees and individual directors were also
discussed.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
11.9 Committees of the Board
The Company has duly constituted the following mandatory Committees in terms of the
provisions of the Act & Listing Regulations read with rules framed thereunder viz. a)
Audit Committee: b) Nomination and Remuneration Committee; c) Stakeholder's & Finance
Facilitation Committee; d) Corporate Social Responsibility; and e) Risk Management
Committee.
The Composition of all above Committees, number of meetings held during the year under
review, brief terms of reference and other details have been provided in the Corporate
Governance Report which forms part of this Annual Report. All the recommendations made by
the Committees were accepted by the Board.
11.10 Audit committee
The Audit committee of the Board of Directors of the Company comprises of 4 (Four)
members namely:
Sr. No. |
Name of the Director |
Category |
Designation |
| 1 |
Mr. Kulbir Singh |
Non-Executive, Independent |
Chairman |
| 2 |
Dr. Meenakshi Nayar |
Non-Executive, Independent |
Member |
| 3 |
Mr. Rakesh Goel |
Non-Executive, Non-Independent |
Member |
| 4 |
Mr. Vivek Chhachhi |
Non-Executive, Independent |
Member |
The Committee comprises of majority of Independent Directors. During the year under
review, all the recommendations made by the Audit Committee were accepted by the Board.
12. Auditors and their Report 12.1 Statutory Auditors
M/s Walker Chandiok & Co LLP, Chartered Accountants, with Firm registration number
001076N/N500013, have been appointed as Auditors of the Company to hold office for a
period of five years commencing from the conclusion of 4th Annual General Meeting until
the conclusion of the 9th Annual General Meeting of the Company. The observations of the
Auditors in their report on Accounts and the Financial Statements, read with the relevant
notes are self-explanatory. The Audit Report does not contain any qualification,
reservation, adverse remark, or disclaimer.
Further, Statutory Auditors have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules framed there under.
12.2 Cost Auditor
As per the requirements of the Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 as amended from time to time, your Company is required to
maintain cost records and accordingly, such accounts are made and records have been
maintained every year.
The Board had appointed, M/s. KG Goyal & Associates Cost Accountants, as the Cost
Auditors to conduct the audit of the cost records of the Company for the financial year
ended March 31, 2023. The Cost Auditor has given the Cost Audit Report for the financial
year ended March 31, 2023, and the Cost Audit
Report does not contain any qualification, reservation, or adverse remark.
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost
Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit
Committee, re-appointed M/s. KG Goyal & Associates Cost Accountants, to audit the cost
accounts of the Company for the financial year ending March 31 2024 on a remuneration of
` 60,000/- plus GST & out of pocket expenses, if any.
As required under the Companies Act, 2013, the remuneration payable to the cost auditor
is required to be placed before the Members in a general meeting for their ratification.
Accordingly, a resolution seeking Member's ratification for the remuneration payable to
M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31
2024, is proposed in the Notice convening the Annual General Meeting.
12.3 Secretarial Auditors
The Board had appointed M/s Pragyna Pradhan and Associates, Practicing Company
Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial
Audit Report for the financial year ended March 31, 2023, is annexed as Annexure-B
and forms an integral part of this Report During the period under review, the Company has
complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc.
covered under the Secretarial Audit. The
Secretarial Audit Report does not contain any qualification, reservation, or adverse
remark.
12.4 Internal Auditors
Your Directors, during the year under review, appointed M/s A. Gandhi & Associates,
Chartered Accountants, Chandigarh (Firm Registration No.007023N), to act as the Internal
Auditors of the Company for the financial year 2022-23 pursuant to section 138 of the
Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.
12.5 Auditors Report and Secretarial Audit Report
The Statutory Auditor's report and the Secretarial Auditor's report do not contain any
qualifications, reservations, or adverse remarks or disclaimer.
Policies And Procedures 13.1 Appointment Policy
The Company's policy on appointment of directors is available on the Company's website
at weblink.
13.2 Remuneration Policy
The Board has, on the recommendation of the Nomination and Remuneration Committee,
approved a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and for determining their remuneration. The Policy of the Company on
directors' appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on
Company's website and accessible through weblink.
13.3 Risk Management
Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company
had constituted a Risk Management Committee on December 20, 2022, to frame, implement and
monitor the risk management plan for the Company. The Committee comprises of Managing
Director, one Independent Director and one Non-Executive Non-Independent Director.
The scope of Risk Management Committee includes monitoring and reviewing the risk
management plan and ensuring its effectiveness.
The Audit Committee will have additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis. The development and
implementation of risk management framework which ensures that the Company is able to
carry out identification of elements of risks, if any, which in the opinion of the Board
may threaten the existence of the Company, has been covered in the Management Discussion
and Analysis, which forms part of this Report.
13.4 Internal Financial Control Systems and their Adequacy
The Company has established and maintained adequate internal financial controls with
respect to financial statements. Such controls have been designed to provide reasonable
assurance with regard to providing reliable financial and operational information. During
the year under review, such controls were operating effectively, and no material
weaknesses were observed.
13.5 Vigil Mechanism/Whistle Blower Policy
The Company has established a vigil mechanism in the form of Whistle Blower Policy for
directors, employees, and other stakeholders of the Company to report their genuine
concerns about unethical behaviour, actual or suspected fraud or violation of Code of
Conduct or other policies of the Company, details of which are provided in the Corporate
Governance Report, which form part of this report. As a requirement of Code of Conduct of
the Company, all stakeholders are also provided access to Whistle Blower mechanism. The
policy provides for adequate safeguards against victimization of directors/employees who
avail of the mechanism and provides for direct access to the Chairperson of the Audit
Committee.
The Whistle Blower Policy is available on Company's website and accessible through weblink.
13.6 Corporate Social Responsibility (CSR)
DCM Nouvelle's CSR initiatives and activities are aligned to the requirements of
Section 135 of the Act. The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure
C" of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is a part of this report. This Policy is
available on the Company's website and accessible through weblink.
13. Transactions With Related Parties
In line with the requirements of the Act and the Listing Regulations, the Company has
formulated a policy on Related Party Transactions and the same can be accessed on the
Company's website and accessible through weblink.
All Related Party Transactions, that were entered into during the Financial Year under
review, were on an arm's length basis, and in the ordinary course of business and are in
compliance with the applicable provisions of the Act and the Listing Regulations. There
were no materially significant Related Party Transactions made by the Company during the
year that required shareholders' approval under Regulation 23 of the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for prior approval.
None of the transactions entered into with Related Parties fall under the scope of
Section 188(1) of the
Act. Details of transactions with Related Parties as required under Section 134(3)(h)
of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure
- D in Form AOC - 2 and forms part of this Report.
14. Particulars of Loans, Guarantees and Investments
Particulars of the loans given, investments made or guarantees given covered under the
provisions of Section 186 of the Act, are provided in the Note No. 44 of the Standalone
Financial Statements.
15. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition, and redressal of sexual harassment at workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention and
redressal of complaints of sexual harassment at workplace. The objective of this policy is
to lay clear guidelines and provide right direction, in case of any reported incidence of
sexual harassment across the Company's offices and take appropriate decision in resolving
such issues.
Further, the Company has complied with provisions relating to the constitution of
Internal Complaints Committee as required under the said act.
During the year under review, the Company did not receive any complaints on sexual
harassment.
16. Details of application made or proceeding pending, if any under the insolvency and
bankruptcy code, 2016
Nil, during the year under review.
17. Details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions
Nil, during the year under review.
18. Event Occurred After Balance Sheet Date
No major events have occurred after the date of balance sheet of the Company for the
year ended on March 31, 2023.
19. Particulars of Employees and Related Disclosures
Disclosure pertaining to remuneration and other details as required under Section
197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is set out in Annexure [E] to this report. In accordance
with the provisions of Sections 197(12)
& 136(1) of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars
of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set
out in Annexure [F] to this report.
20. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The information on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of
the Companies (Accounts) Rules 2014 is annexed as Annexure – G and forms part
of this Report.
21. Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and the Company's operation in future
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in the future.
22. Industrial Relations
The Industrial Relations scenario continued to be cordial during the year under review.
23. Deposits
The Company has not accepted any deposits from public, during the year under review,
within the meaning of Section 73 of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014. No amount on account of principal or interest on deposits from
public was outstanding as on the date of the balance sheet.
24. Extract of annual return
Pursuant to the provisions of Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the
Annual Return containing details as of March 31, 2023, is available on the Company's
website and accessible through weblink.
25. Compliance with secretarial standards
Your Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
26. Credit rating
Please refer to ‘Corporate Governance Report' for details.
27. Frauds reported by the auditors
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or to the Board as required
under Section 143(12) of the Act and the rules made thereunder.
28. Business Responsibility & Sustainability Report (BRSR)
The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report
for top 1,000 listed entities based on market capitalisation. In accordance with the
Market Capitalisation of the Company as on March 31, 2023. Your Company does not fall into
top 1000 Listed entities. However, the Risk Management Committee recommended to the board
that it voluntarily adopt the BRSR disclosures for the financial year 2022–2023; as a
result, the BRSR was integrated into our Annual Report.
29. Corporate Governance Report
Your Company is in compliance with all the applicable provisions of Corporate
Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on
Corporate Governance as required under the Listing Regulations is provided in a separate
section and forms part of the Annual Report. A Certificate from a Practicing Company
Secretary regarding compliance with the conditions stipulated in the Listing Regulations
forms part of the Corporate Governance Report.
30. Management Discussion and Analysis Report
Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate
section forming part of the Annual Report.
31. General
During the year, there were no transaction requiring disclosure or reporting in respect
of matters relating to: a) issue of equity shares with differential rights as to Dividend,
voting or otherwise; b) issue of shares (including sweat equity shares) to employees of
the Company under any scheme, save and except Employee Stock Options Schemes referred to
in this Report; c) raising of funds through preferential allotment or qualified
institutions placement;
32. Cautionary Statement
Statements in the Annual Report, including those which relate to Management Discussion
and Analysis describing the Company's objectives, projections, estimates and expectations,
may constitute ‘forward looking statements' within the meaning of applicable laws and
regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ
33. Green Initiatives
The Company is concerned about the environment and utilizes natural resources in a
sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, through its
Circular Nos. 17/2011 and 18/ 2011, dated 21 April 2011 and 29 April 2011, respectively,
had allowed companies to send official documents to their shareholders electronically as a
part of its green initiatives in corporate Governance. The Ministry of Corporate Affairs
vide its circular dated 08 April 2020, 13 January 2021, 12 December
2021, 14 December 2021, 05 May 2022, and 28 December 2022 has allowed the Company to
conduct their AGM through Video Conferencing or other Audio Visual Means. Hence, in order
to ensure the effective participation, the members of the Company are requested to update
their email address for receiving the link of e-AGM. Further, in accordance with the said
circular, Notice convening the 07th Annual General Meeting, Audited Financial Statements,
Board's Report, Auditor's Report and other documents are being sent to the email address
provided by the shareholders with the relevant depositories. The shareholders are
requested to update their email addresses with their depository participants to ensure
that the Annual Report and other documents reaches on their registered email id's.
34. CEO And CFO Certification:
As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of
your Company have certified the accuracy of the Financial Statements, the Cash Flow
Statement and adequacy of Internal Control Systems for financial reporting for the
financial year ended 31 March, 2023. Their Certificate is annexed to this Directors'
Report.
35. Appreciation
Your Directors take this opportunity to thank, the employees, customers, vendors,
investors of the Company and the communities in which the Company operates, for their
unstinted co-operation and valuable support extended during the year. Your Directors also
thank the Government of India, Government of various States in India and government
departments / agencies concerned for their co-operation.
Your Directors appreciate and value the contributions made by each and every member of
the DCM Nouvelle family.
|
For and on behalf of the Board |
|
Dr Meenakshi Nayar |
Place: New Delhi |
Chairperson |
Date: 21.07.2023 |
DIN: 06866256 |
