Dai-ichi Karkaria Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the Sixty-third Annual
Report together with the audited accounts for the year ended March 31, 2023.
FINANCIAL RESULTS (STANDALONE):
Particulars |
As on 31st
March, 2023 |
As on 31st March,
2022 |
| Revenue from operations |
18,394 |
12,184 |
| Other Income |
644 |
608 |
| Total Income |
19,038 |
12,792 |
Profit/ (Loss) before
Exceptional item, Depreciation/ Amortization, Interest and Tax |
2,233 |
(1,229) |
| Profit/ (Loss) after exceptional item after
tax |
1,847 |
(1,658) |
| Earnings per equity share: Basic and Diluted
(` 10/- each) |
24.79 |
(22.25) |
| Book Value of shares (`) |
198.53 |
173.73 |
DIVIDEND:
The Directors are pleased to recommend a dividend of ` 4 per equity
share of ` 10/- each for the year ended March 31, 2023, subject to the approval of Members
at the ensuing Annual General Meeting. The dividend payout will aggregate to ` 298.05
lakhs. In view of the changes made under the Income-tax Act, 1961, by the Finance Act,
2020, dividends paid or distributed by the Company shall be taxable in the hands of the
Shareholders. The Company shall, accordingly, make the payment of the Dividend after
deduction of tax at source, as applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Indian economy having recovered in the 2021-22, after the pandemic
induced slowdown, continues to be resilient, in spite of the impact of the present
geopolitical situation.
Though 2022 was a year of worldwide uncertainty with global events like
the Ukraine war and significant cost inflation disrupting supply chains and lowering
consumer demand, the Indian Economy has faced the challenges well. Although many companies
faced contracting gross margins due to soaring raw material costs and increasing operating
costs due to higher freight, the chemical industry is once again regaining lost ground.
In the short-term elevated prices of energy and other commodities, and
other supply-side disruptions have posed challenges for growth prospects in some sectors.
INDUSTRY STRUCTURE AND DEVELOPMENT, OPPORTUNITIES AND THREATS, RISK AND
CONCERNS:
The Indian chemical industry is predicted to become a US dollar 300
billion industry by 2025 and to potentially become a $1 trillion industry in the next
decade.
As the country embarks on massive Infrastructure and capacity additions
there is a tremendous opportunity for growth in spite of the challenges and concerns.
Specialty chemicals constitute 22% of the total chemical and petrol
chemical market in India. The industry grew from US dollars 18 billion in 2014 to US
dollars 32 billion in 2019 and would be worth 64 billion by 2025.
However, India's share in the global specialty chemical market
remains at around 4%.
The year 2022-23 would mark close to full recovery for the chemical
industry with strong demand for most specialty chemicals and enhanced capital expenditure
with growth in end markets.
India's specialty chemicals segment may have had a new opportunity
in the wake of the pandemic. Consumers across the globe are diversifying away from China.
While China itself had cracked down on many segments to cut pollution, resulting in many
Indian companies picking up some market share as well as improving export prospects.
China has now made a very quick recovery and an aggressive comeback.
Customer expectations and behaviours have changed dramatically in the
last 2/3 years and the chemical business will have to adapt to these changes.
COMPANY'S PERFORMANCE:
With our newly expanded plant in place, our new strategy, focuses on
growing sustainable value by leveraging the company's existing strengths in leadership,
technology, and market reputation.
We will focus on high value niches of the Oilfield sector, Agro and
Crop care, Paints and Coatings, and Personal and Homecare. We are confident that over the
next couple of years, we should be able to unlock the true potential of the company by
focusing on our core businesses that have lasting advantages, resulting in strong,
profitable growth.
Dai-ichi Karkaria Limited continues with its leading positions or
advantages, as a preferred supplier to several long time customers. Though our focus will
continue to be on the oilfield sector, we will also work towards leading positions in the
Agro-industry, and the Paint industries.
In all three sectors, we have positioned ourselves with partners or
strategic customers to gain leadership positions and enhance our product portfolio through
customized development.
The Company continues to develop high performance products, providing
customisable solutions to its customers' needs.
VERTICAL-WISE PERFORMANCE: AGRO:
In the Agro vertical the sales achieved in the year were slightly
higher, having grown by 6% over the sales of the previous year. This year we started the
export business for Agro emulsifiers by servicing a newly developed order for a speciality
emulsifier with a leading manufacturer of Pesticides.
A new grade of dispersing agent was also introduced this year and bulk
orders have been received from a key local customer. The industry trend is to slowly move
from EC formulations to SC formulations as far as possible, due to environmental concerns,
as EC formulations need aromatic and aliphatic solvents, while water is the main diluent
in SC formulations. Similarly, WP formulations may move towards WDG type since inhaling
dust during manufacture and usage of WP formulations is a health hazard.
Approval for our newly developed import-substitute specialty
surfactants for SC formulations have been obtained from key customers.
Agro will continue to remain one of the focus segments for the company.
HOME AND PERSONAL CARE:
Sales in this vertical have grown by 10% in value terms over the
previous year. Sales of the emulsifier for Oleoresin exports were maintained, although
this year due to a recessionary effect in the US and EU, the exports of Oleoresins faced a
slowdown. The sales are now stabilizing, and we expect a steady growth in FY 2023-24.
ENERGY AND OIL SECTOR:
Though India continues to be the fastest-growing major economy, and a
bright spot in the world stricken by war and the after-effects of the pandemic, its share
in the global oil demand is only 5% and is expected to rise to 11% in the forthcoming
future. As the domestic exploration and production increases, the new opportunities to
supply production chemicals also grows. For most of 2022-23 the company has been
functioning with a limited capacity for its Oilfield chemicals. The new plant was setup by
Mid-December, and has been operative during the last quarter.
The sales to the Oilfield sector (including our sales to our JV CXDI)
have registered a growth close to 110% in FY 2023 over the previous year.
New grades of PPDs were introduced during the year, both for upstream
and downstream applications, and exports of these have started to our key customers. New
grades of PPDs were also developed and supplied to our JV partner.
The Company generally has good order book of Oilfield products in last
two quarters of the financial year.
PAINTS AND COATINGS:
In this segment the sales have registered a growth of 18% in FY 2023
over the previous year. Sales to a leading emulsion making unit have grown by more than
50% in volumes.
Sales of an import-substitute EO-PO based fluid witnessed a growth in
sales of more than 100% in both volume and value during the year over the previous year.
Pigment exports which had a slowdown during the first three quarters
picked up in the fourth quarter and sales of the pigment dispersing agents through our
distributors have now stabilised.
New customers have been added in this segment and sales have started,
and should see a growth during the new financial year. Overall we are cautiously
optimistic about the year ahead, in spite of the worldwide slowdown in many areas.
KEY FINANCIAL RATIOS:
Details of significant changes in key financial ratios alongwith
explanation thereof are provided in Note 45 of Notes to financial statements as per
Schedule III.
DETAILS OF INTERNAL FINANCIAL CONTROLS:
The Board of Directors have laid down Internal Financial Controls
("IFC") within the meaning of the explanation to Section 134(5)(e) of the
Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the
nature and size of its business. Business is however dynamic. The Board is seized of the
fact that IFC are not static and are in fact a fluid set of tools which evolve over time
as the business, technology and fraud environment changes in response to competition,
industry practices, legislation, regulation and current economic conditions. There will
therefore be gaps in the IFC as Business evolves. The Company has a process in place to
continuously identify such gaps and implement newer and or improved controls wherever the
effect of such gaps would have a material effect on the Company's operations.
MATERIAL DEVELOPMENTS ON HUMAN RESOURCES INCLUDING NUMBER OF PEOPLE
EMPLOYED:
All manpower requirements are assessed and filled in a timely manner.
The Company has a sound knowledge pool of experienced employees, which helps it to
maintain consistency in performance across all disciplines. It has built a team of
dedicated employees, who work with commitment and a sense of belonging towards the growth
of the Company.
Following areas are given special attention to enhance performance of
the employees.
Identification of training & development needs and upgrade job
specific skills.
Compensation, recognition & rewards.
Career growth plan through annual assessment.
Supporting employment related legislative compliance.
Promoting excellence in human resource management.
The promotion of an atmosphere of mutual respect, fairness and concern.
Company has extended its facility for Apprentice Scheme, to needy and
economical weak youths for pursuing special industrial training.
EMPLOYEE ENGAGEMENT:
Implemented Employee uniform with ID card for Identification for all
employees.
COVID-19 Insurance Policy was renewed.
GMC Group Insurance Policy was introduced.
INDUSTRIAL RELATIONS:
The Industrial relations at Dahej and Kurkumbh Plants remained cordial
and amicable during the financial year 2022-23.
NUMBER OF PEOPLE EMPLOYED:
As on March 31, 2023, the total numbers of employees on the payrolls of
the company are 182.
CHANGES IN CAPITAL STRUCTURE:
During the financial year under review there was no change in the
authorized and paid-up share capital of the Company.
JOINT VENTURE / ASSOCIATE/ SUBSIDIARY COMPANIES:
Dai-ichi Karkaria Limited has a Joint venture with CTI Chemicals Asia
Pacific Pte. Ltd., in ChampionX Dai-ichi India Private Limited in the ratio of 50:50.
The Company has a Subsidiary, Dai-ichi Goseichemicals (India) Limited.
The Annual accounts of the Subsidiary Company are placed on the website of the Company and
will be provided to the members on request.
As per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Companies Act, 2013 and applicable Accounting Standards, the
Consolidated Financial Statements of the Company with its Joint Venture Company, ChampionX
Dai-ichi India Private Limited and Subsidiary Company, Dai-ichi Goseichemicals (India)
Limited, duly audited by the Statutory Auditors are attached to the financials.
Statements containing salient features of the financial statement of
subsidiary/ associate company/ joint venture are also attached to the financials.
DIRECTORS AND KMP:
The Members of the Company by special resolutions passed through postal
ballot dated March 30, 2023 had approved the change in designation of Mrs. Shernaz Vakil
from Chairperson and Managing Director to Chairperson and Whole-time Director of the
Company effective April 1, 2023 upto her remaining tenure i.e. till March 31, 2025 and
change in designation of Ms. Meher Vakil from Whole-time Director to Managing
Director of the Company for a period from April 1, 2023 to March 31, 2026 and revision in
terms of her remuneration.
Mrs. Shernaz Vakil retires by rotation, in pursuance of the provisions
of the Companies Act, 2013 and Articles of Association of the Company and being eligible
offered herself for re-appointment. The Board of Directors recommends her re-appointment.
The information required to be furnished under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 & Secretarial Standards are provided in the Notice of
the 63rd Annual General Meeting.
The Members of the Company had appointed Mr. Kavas Patel and Mr. Keki
Elavia as Independent Directors to hold office upto the conclusion of this 63rd Annual
General Meeting, not liable to retire by rotation and appointed Mr. Ashok Hiremath as
Independent Director of the Company to hold office upto the conclusion of 65th Annual
General Meeting, not liable to retire by rotation. All Independent Directors have given
declarations that they continue to meet the criteria of independence as laid down under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In the opinion of the Board, all Independent Directors possess
requisite qualifications, experience, expertise and hold high standards of integrity for
the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key
skills, expertise and core competencies of the Board, including the Independent Directors,
is provided as part of the Corporate Governance Report. Pursuant to the provisions of
Regulation 34(3) read with Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
obtained a Certificate from M/s. Vinod Kothari & Company, Practicing Company
Secretaries certifying that none of the Directors of the Company has been debarred or
disqualified from being appointed or continuing as Directors of companies by the
Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs
(MCA) or by any such statutory authority. The said Certificate is annexed to the Corporate
Governance Report of the Company for the Financial Year 2022-23.
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on March 31, 2023 are Mrs. Shernaz Vakil,
Chairperson & Managing Director, Ms. Meher Vakil, Whole-time Director, Mr. Farokh
Gandhi, Chief Financial Officer and Mr. Ankit Shah, Company Secretary.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Companies Act, 2013:
In the preparation of the annual accounts, for the financial year ended
March 31, 2023, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
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 March 31, 2023 and of the profit and loss of the company for that period;
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
The annual accounts have been prepared on a ‘going concern'
basis;
Proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and
operating effectively;
Proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems are adequate and operating
effectively.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, individual directors and its
committees. In a separate meeting of independent directors, performance of non-independent
directors, the Board as a whole and the Chairperson & Whole-time Director and Managing
Director of the Company were evaluated, taking into account the views of executive
directors and non-executive directors.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report forming part of the Annual Report.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD:
Details regarding Board / Committees, its composition, number of
meetings held, terms of reference, policies adopted are provided under the Corporate
Governance Report forming part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has constituted a Corporate Social Responsibility (CSR)
Committee pursuant to Section 135 of the Companies Act, 2013. Details regarding CSR
Committee, its composition, terms of reference, policy adopted are provided under the
Corporate Governance Report forming part of the Annual Report.
In view of average net losses for the last three financial years as
computed under Section 198 of the Companies Act, 2013, the Company was not mandated to
undertake Corporate Social Responsibility activities during the financial year 2022-23 and
the Company ceases to meet the criteria of Section 135(1) of the Companies Act, 2013 for
the immediately preceding financial year, accordingly the provisions for calling CSR
Committee meeting, spending and reporting on Corporate Social Responsibility activities
are not applicable for FY 2022-23.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The remuneration paid to Directors and Key Managerial Personnel of the
Company during the Financial Year 2022-23 was in conformity with the Nomination and
Remuneration Policy of the Company.
The disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) (2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended and forming
part of the Directors' Report for the year ended March 31, 2023 is annexed herewith
as "Annexure – I" to this Report.
AUDITORS AND AUDIT REPORTS:
STATUTORY AUDITORS AND THEIR REPORT:
At the 62nd Annual General Meeting of the shareholders of the Company
held on June 29, 2022, B S R & Co. LLP were appointed as the Statutory Auditors of the
Company to hold office from the conclusion of 62nd Annual General Meeting upto the
conclusion of 67th Annual General Meeting of the Company. Details of the remuneration paid
to B S R & Co. LLP, Chartered Accountants, Statutory Auditors, during financial year
2022-23 are disclosed in the Corporate Governance Report, which forms part of the Annual
Report.
During the year under review, the Statutory Auditors have not reported
any instances of frauds committed in the Company by its Officers or Employees, to the
Audit Committee or Board under Section 143(12) of the Act. The Auditors' Report on
the Financial Statements, both Standalone and Consolidated for the financial year ended
March 31, 2023 does not contain any qualifications, reservations or adverse remarks and
forms part of Annual Report.
The Notes to the Financial Statements (Standalone and Consolidated) are
self-explanatory and do not call for any further comments.
INTERNAL AUDITORS:
Due to change in re-organization structure of Mazars consulting
activities in India, the Internal Audit assignment of the Company which was carried by
"Mazars Business Advisors Private Limited" was serviced by the partnership firm
"Mazars" for financial year 2022-23.
Mazars, are the Internal Auditors of the Company for the FY 2022-23.
The Management regularly reviews the findings of the Internal Auditors and effective steps
to implement any suggestions/observations of the Internal Auditors are taken and monitored
regularly. In addition, the Audit Committee of the Board regularly addresses significant
issues raised by the Internal Auditors.
SECRETARIAL AUDITORS AND THEIR REPORT:
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 had appointed M/s. Vinod Kothari & Company, a firm of Practicing Company
Secretaries to undertake the Secretarial Audit of the Company for the F.Y. 2022-23 and the
Secretarial Audit Report is annexed herewith as ‘Annexure II'. There is
no reservation, qualification or adverse remark in their Report.
Further, in terms of the provisions of the Circular No. CIR/
CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India,
the Company has obtained the Annual Secretarial Compliance Report from M/s. Vinod Kothari
& Company, for the financial year ended March 31, 2023, confirming compliance of the
applicable SEBI Regulations and circulars/ guidelines issued thereunder, by the Company.
COST AUDITORS:
Pursuant to Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Rules, 2014, the cost records are required to be maintained by your Company and the same
are required to be audited. The Company, accordingly, maintains the required cost accounts
and records. The Company had appointed Mr. Sudhir Govind Jog, Cost Accountants, as the
Cost Auditor for the financial year ended March 31, 2023, and the Cost Audit Report when
submitted by them, will be duly filed with Ministry of Corporate Affairs.
As per Section 148 of the Companies Act, 2013 read with the Companies
(Cost Records and Audits) Rules, 2014, the Board of Directors on recommendation of the
Audit Committee, at its meeting held on May 30, 2023, approved the appointment of M/s.
Diwanji & Associates, Cost Accountants, Firm's Registration No. 100227 as the Cost
Auditor to conduct audit of the cost records of the Company for the financial year ending
March 31, 2024. The Company has received written consent and certificate of eligibility
from M/s. Diwanji & Associates, Cost Accountants, in accordance with Section 148 read
with Section 141 and other applicable provisions of the Act and Rules made thereunder.
In terms of the provisions of Section 148(3) of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration
payable to the Cost Auditor has to be ratified by the Members of the Company. Accordingly,
the matter relating to ratification of the remuneration payable to M/s. Diwanji &
Associates as the Cost Auditor of the Company for the financial year ending March 31, 2024
is being placed at the 63rd AGM.
HEALTH, SAFETY AND ENVIRONMENT:
Health, Safety and Protection of the Environment are the priority areas
for the Company. The Company continues to put special emphasis in this area at every
stage, from conception and design of new products, optimization of process, to commercial
manufacturing and delivery of goods to the customers. Recently company has successfully
completed DNV-GL Periodic Recertification Audit of ISO 14001:2018 & OHSAS ISO
45001:2018.
a) Health:
A special committee ensures good sanitation and hygienic condition in
the plant and canteen. Medical examination of all the employees is carried out annually.
Six monthly medical examinations are conducted for the employees who are working in
hazardous areas. Health awareness trainings and programs are being conducted regularly.
Updating of our occupational health centre is being carried out.
b) Safety:
Internal and External Safety Audit, regular inspections pertaining to
risks and hazards for Ethoxylation/ Propoxylation process are carried out as per the
provisions of Factories Act. DCS system has been installed for Ethoxylation/ Propoxylation
process to ensure enhanced safety features and automation to nullify human errors. HAZOP
Study and Risk Assessment are carried out to identify the potential hazards as proactive
measures to enhance safety. Appropriate corrective actions are implemented.
PPD Phase 2 project installation was completed in timely manner.
Regular inspections risks and hazards for Esterification/ Polymerization process are
carried out as per the provisions of Factories Act. Indicative PLC system has been
installed for Esterification/ Polymerization process to ensure enhanced safety features to
reduce human errors. HAZOP Study and Risk Assessment are carried out to identify the
potential hazards as proactive measures to enhance safety. Appropriate corrective actions
are implemented.
Un-planned Mock drills are conducted to ensure the Emergency
preparedness as per the requirement of The Factories Act, 1948 & planned Mock drills
are conducted to train the employees.
Every year Safety week is celebrated from 4th March to 10th March
during which competitions, lectures and training sessions are organized to inculcate and
enforce the need for a safe working environment and Emergency Planning. Ensure safe &
healthy work environment within worksite by safe work practice. Provide safe & healthy
working environment to all for Prevention of injury & ill health.
Engage People on worksite in Environment, Health and Safety related
matters through effective participation & consultation. Elaborate firefighting system
comprising of alarm systems, manual call points, sprinkler systems, pressurized fire
hydrant system to handle emergencies. c) Environment:
Regular environment monitoring is carried out to ensure pollution
levels for air and water are below the specified limits by the State Pollution Control
Board. Strict adherence to environment rules is ensured by conducting inspections and
environment audit.
Separate environment cell equipped monitoring laboratory facility
operate to carry environment monitoring function. Complied with all legal & other
compliance obligations concerning environment, health safety. Our commitment to
manufacturing of products in a safe and environmentally conscious manner is paramount.
Effluent Treatment Plant is equipped with SUF (submersible
ultra-filtration) technology and treated effluent is used in various processes, thus,
increasing water conservation. Vacuum pumps have been operated in closed loop circulation
to minimize the water consumption. This has resulted in reduction of 2100 KL/month.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo for F.Y. ended March 31, 2023, as
required to be disclosed under the Act, is annexed as
‘Annexure III' LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
The Company has not provided any loan or given any guarantee / security
to any person.
Details of investment made by the Company are provided in the financial
statements, under Investment Schedule.
DEPOSITS:
The Company has not accepted any deposits covered under Chapter V of
the Companies Act, 2013, during the financial year ended March 31, 2023.
RELATED PARTIES TRANSACTIONS:
All Related Party Transactions that were entered into during the
financial year ended March 31, 2023, were on an arm's length basis, in the ordinary
course of business and were in compliance with the applicable provisions of Companies Act,
2013 and the SEBI (Listing Obligations and Disclosures Requirement) Regulation 2015
("Listing Regulations"). As per the Regulation 23(4) of the Listing Regulations,
the Company sought approval of shareholders in the 62nd Annual General Meeting, by passing
necessary resolution for material related party transaction to be entered from the
conclusion of the 62nd Annual General Meeting (AGM) upto the date of the 63rd AGM.
The approval of members is being sought for Material Related Party
Transactions for Sale of Goods to ChampionX Dai-ichi India Private Limited at the ensuing
AGM.
All the Related Party Transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the
transactions which are repetitive in nature. A statement of all Related Party Transactions
is placed before the Audit Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
Details of Related Party Transaction Policy are provided in Corporate
Governance Report.
ANNUAL RETURN:
As required under Section 92(3) of the Companies Act, 2013, the Annual
Return is hosted on the website of the Company at
http://www.dai-ichiindia.com/wp-content/uploads/2023/02/Draft-Annual-Return_FY-2022-23.pdf
CORPORATE GOVERNANCE:
In accordance with provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations'), a detailed report on Corporate Governance is included in the Annual
Report. M/s. Vinod Kothari & Company, Practicing Company Secretaries, who are also the
"Secretarial Auditors" of your Company, have certified that your Company is in
compliance with the requirements of Corporate Governance in terms of Listing Regulations
and their Compliance Certificate is annexed to the Report on Corporate Governance.
RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy which identifies
elements of risk and the measures to counter it. The policy is reviewed by the Board every
year, at the first Board Meeting held after the commencement of the financial year.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the rules
prescribed thereunder and the SEBI Listing Regulations is implemented through the Vigil
Mechanism/ Whistle Blower Policy of the Company to enable the Directors and employees to
report genuine concerns, to provide for adequate safeguards against victimisation of
persons who use such mechanism and make provision for direct access to the Chairman of the
Audit Committee.
Vigil Mechanism/ Whistle Blower Policy of the Company is available on
the Company's website and can be accessed at website of Company at
www.dai-ichiindia.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy.
During the financial year 2022-23, there were no complaints with
allegations of any sexual harassment received or reported.
CREDIT RATING:
The Company's Banking loan facilities are rated by CRISIL Rating
Limited (CRISIL). The ratings given by CRISIL for Short term borrowings and long-term
borrowings of the Company are CRISIL A4+ and CRISIL BB/Stable respectively. There was no
revision in the said ratings during the financial year under review.
UNPAID AND UNCLAIMED DIVIDEND AMOUNTS TO IEPF:
The unclaimed and unpaid interim dividend amount declared for the
Financial Year 2015-16 was due to be transferred to the Investor Education and Protection
Fund (IEPF) on March 16, 2023, in accordance with the provisions of Section 124 of the
Companies Act, 2013 on completion of 7 (Seven) years from the date of its declaration. The
Company accordingly transferred the unclaimed interim dividend for the Financial Year
2015-16 to IEPF.
TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF) ACCOUNT:
The Company had sent reminders to those shareholders who have not
claimed their dividend for consecutive period of 7 financial years, at their registered
addresses and newspaper advertisement was published for claiming such unclaimed and unpaid
dividends. The Company accordingly transferred such shares to Investor Education and
Protection Fund (IEPF), who have not claimed the dividend for consecutive period of 7
years since Interim dividend declared for the financial year 2015-16. The details of which
are also uploaded on the website of the company at www.dai-ichiindia.com.
The Company is in compliance with the aforesaid provisions and the IEPF
Rules.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/COURTS/TRIBUNALS:
During the financial year under review, there are no significant and
material orders passed by the regulators or courts or tribunals which impact the
Company's going concern status and its operations in the future.
PROCEEDINGS UNDER INSOLVENCY & BANKRUPTCY CODE:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
alongwith their status as at the end of the financial year is not applicable.
ONE-TIME SETTLEMENT:
The requirement to disclose the 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 along with the reasons thereof, is not
applicable.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with
the applicable Secretarial Standards as amended and issued by Institute of Company
Secretaries of India and notified by the Ministry of Corporate Affairs of India.
LISTING:
The Equity Shares of your company are presently listed on BSE Limited
and the Company has paid the annual listing fees for the financial year 2023-24.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation of the
contribution made by the employees of the Company. The Directors wish to convey their
appreciation to the Banks, dealers and other business associates and the shareholders for
their continuous trust and support.
CAUTIONARY NOTE:
Certain statements in the Directors' Report and Management &
Discussion Analysis section may be forward looking and are stated as required by
applicable laws and regulations. Many factors may affect the actual results, which could
be different from what the Directors envisage in terms of future performance and outlook.
|
|
For and on behalf of the Board |
| Place : Mumbai |
Mrs. Shernaz Vakil |
Ms. Meher Vakil |
| Date : May 30, 2023 |
Chairperson & Whole-time Director |
Managing Director |
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