Your directors have pleasure in presenting this 133rd Annual
Report together with the Audited Financial Statements of your Company for the financial
year ended March 31, 2023.
ECONOMIC SCENARIO
e global economy faced many challenges during the financial year
2022-23. ese were primarily COVID-19 related disruptions, the Russian-Ukraine conflict and
its adverse impact along with disruption in supply chain, mainly of food, fuel and
fertilizer. e Central Banks across several economies led by the Federal Reserve responding
with rate hikes to curb inflation, led to an appreciation of the US Dollar and the
widening of the Current Account Deficit (CAD) in net importing economies. Further
inflation and monetary tightening led to a hardening of bond yields across economies and
resulted in an outflow of equity capital from most of the economies around the world into
the traditionally safe-haven market of the US. India too like the rest of the world, faced
this extraordinary set of challenges but withstood them better than most economies staging
a better recovery ahead of many nations. However, the conflict in Europe necessitated a
revision in expectations for economic growth and inflation in FY2023-24. As per the
Economic Survey 2022-23, India is expected to witness GDP Growth of 6.0% to 6.8% in the
financial year 2023-24, depending on the economic and political developments globally.
ere are enough reasons to be optimistic about India?s economic
outlook in the year 2023-24. Its recovery from the pandemic was relatively quick and
growth in 2023-24 can be expected due to solid domestic demand on account of large, young
and rising share of the upper middleincome population and the Government?s
thrust on infrastructure spending. In particular, healthy domestic drivers will likely
help India post reasonably strong growth this year.
FINANCIAL DATA (Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
Financial Year ended March
31, |
Financial Year ended March
31, |
Financial Year ended March
31, |
Financial Year ended March
31, |
|
2023 |
2022 |
2023 |
2022 |
Profit before Interest, Depreciation and
Tax |
225.85 |
3084.24 |
1407.54 |
4618.36 |
Less: -Finance Cost |
211.49 |
579.42 |
219.09 |
590.32 |
-Depreciation |
630.62 |
762.11 |
699.37 |
813.51 |
Profit before Tax |
(616.26) |
1742.71 |
489.08 |
3214.52 |
Less -Provision for tax |
- |
(35.48) |
255.82 |
197.99 |
Profit after tax |
(616.26) |
1778.19 |
233.26 |
3016.53 |
Other Comprehensive income |
63.95 |
75.99 |
68.41 |
83.97 |
Total Comprehensive income |
(552.31) |
1854.18 |
301.67 |
3100.50 |
Add - Profit brought forward |
(1742.66) |
(3596.84) |
(1890.65) |
(5322.29) |
Less: Extinguishment of reserves of DCM
Finance and Leasing Ltd. |
- |
- |
- |
(240.16) |
Particulars |
Standalone |
Consolidated |
|
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
Financial Year ended March 31, 2023 |
Financial Year ended March 31, 2022 |
Less: Transfer of exchange difference on translation of
foreign operation |
- |
- |
- |
61.02 |
Less: Transfer of reserve |
- |
- |
- |
29.96 |
Balance Profit carried forward |
(2294.97) |
(1742.66) |
(1588.98) |
(1890.65) |
TRANSFER TO RESERVES
During the financial year under review the Board has not proposed to
transfer any amount to Reserve.
DIVIDEND
e Board of Directors do not recommend any dividend for the financial
year 2022-23.
CONSOLIDATED FINANCIAL STATEMENTS
e Consolidated Financial Statements of the Company are prepared in
accordance with provisions of the Ind AS as per the Companies (Indian Accounting Standard)
Rules, 2015, as amended from time to time, notified under section 133 of the Companies
Act, 2013, as amended and form part of this Annual Report.
STATE OF THE COMPANY?S AFFAIRS /OPERATIONS OVERVIEW Engineering
Division
e Engineering Division of the Company was manufacturing and supplying
castings across all segments in the automotive market: cars, multi-utility vehicles,
tractors, light commercial vehicles, heavy commercial vehicles and earth moving equipment.
Since 2016, the unit has faced a hostile environment in which
production of good quality products in a cost-e_ective way could not be achieved due to
the continued situation of labour unrest. As a result, the Division continued to incur
cash losses on account of lower volume and high rejections resulting in non-recovery of
fixed cost and decline in margin.
Given the above, the Company was forced to declare lockout of the said
Engineering Unit w.e.f. October 22, 2019, which continues as on date. Presently, the
matter of said lockout is sub-judice before the Labour authorities.
Due to continuance of said lockout of Engineering unit, there was delay
/ default in payment of dues of creditors including banks pertaining to said division.
Some of these creditors had filed a recovery suit, IBC petitions and /or other legal
proceedings. In order to revive & post sustainable profitability in the Engineering
Business Undertaking, it has been considered necessary to rationalize the workforce and
induct strategic partner(s) in the said Business Undertaking who can provide critically
required modern technology and financial investment to sustain and expand the business
operations.
Pursuant to above, the Board of Directors of the Company in its meeting
held on November 28, 2019 approved a composite scheme of arrangement for transfer of its
said "Engineering Business undertaking" into its wholly owned subsidiary namely
DCM Engineering Limited (formerly known as DCM Tools and Dies Limited), on a going concern
basis with effect from the appointed date of October 01, 2019 and restructuring of
outstanding loans, debts and liabilities of the Engineering Business Undertaking. e filing
of Scheme for seeking approval from Hon?ble National Company Law Tribunal (NCLT)
under Section 230 232 of the Companies Act, 2013 remained pending awaiting in
principle approval of secured lenders (Banks). e Company has made payment / settlement of
dues of creditors including banks of Engineering Division. Pursuant to said payment /
settlement of dues of these creditors, the said legal proceedings filed by these creditors
at various forums have been withdrawn or are in the process of being withdrawn.
Further due to payment of dues of creditors (including banks) of
Engineering Division, the section II of the said Composite Scheme of Arrangement approved
by the Board on November 28, 2019 relating to restructuring of outstanding loans and
liabilities of Engineering Business Undertaking, has become infructuous. Pursuant to the
above the Board of Directors of the Company in its meeting held on 29.05.2023 has
withdrawn the aforesaid original composite scheme of arrangement and it has been also
decided to formulate a fresh proposal for restructuring of the Engineering Business of the
Company in consultation with legal and tax consultant
Real Estate Division
e Company has initiated the process of development of its land parcel
admeasuring about 68.35 acres situated near Mela Ground, Hisar, Haryana (referred to as
Hisar land?). In this connection, the Company has entered into Joint
Development Agreement? with a party for development of its said Hisar land under Deen
Dayal Jan Awas Yojna. e Company received license from the Director, Town and Country
Planning, Haryana, Chandigarh (DTCP?) for setting up of affordable residential
plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the
aforesaid Hisar land (referred to as Real Estate Project?).
e Haryana Real Estate Authority, Panchkula (HRERA, Panchkula) has also
registered the Company?s said Real Estate Project vide Registration no.
HRERA-PKL-HSR-427-2023. DCM Limited is designated as Promoter of the Project in the HRERA
Registration in its capacity as licensee and owner of the Project land. However, DTCP vide
its order no. LC-4455/JE(S)/2023/10909-21 dated 18-04-2023 suspended the said Licence No.
-179 of 2022 dated 7.11.2022, till further orders, taking a note that an enquiry has been
initiated against the Company by Deputy Commissioner, Hisar in respect of Company?s
Hisar land. In the said order DTCP has also directed the licensee not to carry out any
development work in the colony and also not to create any third party right unless the
said suspension is revoked.
HRERA, Panchkula, has also issued a Public Notice informing that
aforesaid Registration issued to Company?s Hisar project is kept in abeyance till
further orders. e Company is taking appropriate action in the matter for revocation of
said suspension order. As per the legal advice, the Company has merits in the matter and
holds the view that the said suspension order is likely to be revoked.
IT Business
e Company is engaged in the business of providing IT Infrastructure
services specializing in networking, analytics, cloud and digital technologies through its
material wholly owned subsidiary namely DCM Infotech Limited.
During the year under review, the sales and other income of DCM
Infotech Limited was Rs. 71.03 crores (previous year Rs 69.55 crores) and Profit before
Tax (PBT) was Rs. 10.66 crores as compared to previous year (Rs 9.06 crores).
Based on market conditions and the growth prospects both in India and
the USA, the company is consistently investing to build capabilities in new areas in the
IT services and related software domain viz. cloud, digital transformation, mobile
applications, and VR, AI-ML RPA and NLP based technologies. e US business outlook
continues to be stable, though fears of recessionary trends exist in some areas. DCM
Infotech Limited was able to expand its client base, create new partnerships and engage in
additional business opportunities.
MATERIAL CHANGES AND COMMITMENTS
Except as stated above, there was no change in the nature of the
business of the Company. Further, there were no other material changes and commitments
affecting the financial position of the Company occurring between March 31, 2023 and the
date of this Report, except as mentioned above.
CHANGES IN SHARE CAPITAL
ere is no change in the issued and paid-up share capital of the Company
during the period under review.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
As on April 1, 2022, the Company had six (6) subsidiaries and one
associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013,
as amended, respectively.
e Registrar of Companies, NCT of Delhi & Haryana on 12th January,
2023 has struck-o_ the name of DCM Finance And Leasing Limited (Wholly Owned Subsidiary of
the Company) consequent to the Striking-O_ application filed by the said Company. e said
Company did not have any significant business activity since its incorporation.
Accordingly, as on March 31, 2023 and at present, the Company has five (5) subsidiaries
and one associate company within the meaning of Section 2(87) and 2(6) of the Companies
Act, 2013, as amended, respectively.
Further, the Board of Directors of the Company in their meeting held on
February 9, 2023 have approved the proposal for removal/strike off the name of two other
subsidiary companies namely DCM Realty And Infrastructure Limited and DCM In_nity Realtors
Limited under the applicable provisions of the Companies, Act, 2013.
Please refer to the "State of the Company Affairs /Operations
review" for the performance of the Company?s material wholly owned subsidiary
namely DCM Infotech Limited. e other subsidiaries of the Company are not carrying out any
significant operations.
Purearth Infrastructure Ltd, an Associate Company, where DCM Limited is
holding 16.56% equity shareholding, is in the business of construction and development of
real estate project(s). During the financial year 2022-23, It has reported Revenue from
operation of Rs. 171.94 crores (previous year Rs. 221.67 crores) e Profit after tax was
Rs. 7.10 crores (Previous year Rs. 31.29 crores). Pursuant to provisions of Section 129(3)
and other applicable provisions of the Companies Act, 2013 read with Rules made
thereunder, as amended, a statement containing salient features of the financial
statements, performance and financial position of each of the subsidiaries, associates and
joint venture companies in Form AOC-1 is provided as part of the financial statements of
the Company at page no. 161 and hence not repeated here for the sake of brevity.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
as amended, the financial statements, consolidated financial statements of the Company
along with relevant documents and separate audited accounts in respect of subsidiaries,
are available on the website of the Company (www.dcm.in).
DIRECTORS
Mr. Jitendra Tuli, retires by rotation at the ensuing 133rd
Annual General Meeting (AGM) and being eligible offers himself for re-appointment as a
director of the Company, liable to retire by rotation. A resolution in this respect is
included in the Notice of forthcoming 133rd Annual General Meeting, for seeking
approval of members of the Company.
Mr. Vinay Sharma was appointed as Whole-Time Director of the Company
designated as Executive Director (Business Operations) of the Company w.e.f. September 1,
2022 for a period of three (3) years w.e.f. September 1, 2022 up to August 31, 2025,
subject to the approval of shareholders of the Company. His appointment was subsequently
approved by the shareholders of the Company in the 132nd Annual General Meeting
of the Company held on September 30, 2022.
Mr. Sumant Bharat Ram was appointed as an Additional Director of the
Company w.e.f September 01, 2022 to hold office upto the date of 132nd Annual
General Meeting (AGM) of the Company. ereafter he was appointed as Non-Executive director
of the Company, liable to retire by rotation, by the Shareholders of the Company at the
132nd Annual General Meeting (AGM) of the Company held on September 30, 2022.
Further, pursuant to the provisions of Section 149 of the Companies
Act, 2013, as amended, all the Independent Directors have submitted declarations that each
of them meet the criteria of independence as provided in Section 149(6) of the Companies
Act, 2013, as amended, along with Rules framed thereunder and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and
there has been no change in the circumstances affecting their status as independent
directors of the Company. In terms of Regulation 25(8) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, they have also confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to their duties.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
During the year no new Independent Director was appointed on the Board
of Directors of the Company, therefore the statement regarding opinion of the Board with
regard to integrity, expertise and experience (including the pro_ciency) of the
independent directors appointed during the year is not applicable.
DIRECTORS? RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, as amended, your directors state 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 judgements 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 the Companies Act, 2013
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 (please refer to the auditor?s opinion in their report on standalone and
consolidated financial statements of the Company with regard to material uncertainty
related to going concern); (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.
KEY MANAGERIAL PERSONNEL
Accordingly, as on March 31, 2023, the following persons are the
Whole-Time Key Managerial Personnel (KMPs?) of the Company in terms of
provisions of Section 203 of the Companies Act, 2013, as amended: a. Mr. Jitendra Tuli
Managing Director; b. Mr. Vinay Sharma Executive Director (Business
Operations); c. Mr. Ashwani Kumar Singhal Chief Financial Officer; d. Mr. Yadvinder
Goyal- Company Secretary
NUMBER OF BOARD MEETINGS
Six (6) meetings of the Board of Directors of your Company were held
during the year under review (for further details please refer to the Corporate Governance
Report, forming part of this Annual Report).
EVALUATION OF BOARD PERFORMANCE
e Board of Directors has carried out an Annual Performance Evaluation
of its own, Individual Directors and Board Committees pursuant to the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended. e performance of the Board was evaluated by the Board,
after seeking inputs from all Directors on the basis of the criteria such as Board
composition, structures, effectiveness of Board processes, information and functioning
etc.
e Board and the Nomination and Remuneration Committee reviewed the
performance of the individual Directors on the basis of the criteria such as
qualification, experience, knowledge, competency, availability, attendance, commitment and
contribution of the Individual Director to the Board and Committee meetings.
e performance of the Committees was evaluated by the Board after
seeking inputs from the Committee members on the basis of the criteria such as the
composition of Committees, effectiveness of Committee meetings etc.
Further performance of Independent Directors was evaluated on
additional criteria such as fulfillment of independence criteria by them and their
independence from the management of the Company. e performance evaluation of Independent
Directors was done by the entire Board of Directors and in the evaluation, the directors
who are subject to evaluation had not participated.
Also in a separate meeting of Independent Directors, performance of
Non- Independent Directors, the Board as a whole and the Chairman were evaluated, taking
into account formal & informal views of Executive Director(s) and Non-Executive
Director(s). e Directors expressed their satisfaction with the evaluation process.
e above criteria are based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India. Based on inputs received from the
Board members, it emerged that the Board had a good mix of competency, experience,
qualifications and diversity. Each Board member contributed in his/ her own manner to the
collective wisdom of the Board, keeping in mind his/her own background and experience. ere
was active participation and adequate time was given for discussing strategy. Overall, the
Board was functioning very well in a cohesive and interactive manner.
INTERNAL FINANCIAL CONTROL
e Company has a well-placed, proper and adequate Internal Financial
Control (IFC) system which ensures that all assets are safeguarded and protected and that
the transactions are authorised, recorded and reported correctly. e Company?s IFC
system also comprises due compliances with Company`s policies and Standard Operating
Procedures (SOP`s) and supported by internal audit from reputed audit firms.
e Internal Auditors independently evaluate the adequacy of internal
controls. Independence of the audit and compliance is ensured by direct reporting of
Internal Auditors to the Audit Committee of the Board.
All Internal Audit findings and control systems are periodically
reviewed by the Audit Committee of the Board of Directors, which provides strategic
guidance on Internal Controls.
STATUTORY AUDITORS
Members of the Company at the 130th AGM held on 25th
September, 2020 approved the appointment of M/s. S S Kothari Mehta and Company, Chartered
Accountants, (Firm Registration no. 000756N), as the statutory auditors of the Company for
a period of 5 years commencing from the conclusion of the 130th AGM held on 25th
September, 2020 until the conclusion of 135th AGM of the Company.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
e Statutory Auditors, Cost Auditors and Secretarial Auditors of the
Company have not reported any frauds to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013, including rules made thereunder, as
amended.
DIRECTORS? VIEW ON AUDITORS? OBSERVATIONS/OPINION
e Statutory Auditors? Report for financial year 2022-23 does not
contain any qualification, reservation or adverse remark. e Report is enclosed along with
the financial statements and forms part of this Annual Report.
FIXED DEPOSITS/ DEBENTURE REPAYMENT
e Company has neither accepted nor renewed any deposits from the public
within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014, after the commencement of the Companies Act, 2013, accordingly,
no disclosure or reporting is required in respect of deposits covered under Chapter V of
the Companies Act, 2013, as amended.
Further, the Company has complied with its debt repayment obligation,
including in respect of fixed deposits, debentures, loans and related interest, under
Scheme of Restructuring and Arrangement (SORA) approved by the Hon?ble Delhi High
Court vide its order dated October 29, 2003 under sections 391 394 of the Companies
Act, 1956 and subsequently modified vide Hon?ble Delhi High Court order dated April
28, 2011.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) a) Transfer
of unclaimed dividend to IEPF
As required under Section 124 of the Companies Act, 2013 the unclaimed
final dividend amount of Rs. 9,50,151/- for FY 2014-15 and Interim Dividend amount of Rs.
9,29,025/- for FY 2015-16 lying with the Company for a period of seven years were
transferred during the Financial Year 2022-23 to the Investor Education and Protection
Fund (IEPF) established by the Central Government. b) Transfer of shares to IEPF
As required under Section 124 of the Companies Act, 2013, 26,512
& 50,127 nos. of Equity Shares of the Company, in respect of which
unclaimed final dividend for FY 2014-15 and Interim Dividend for FY 2015-16 respectively
had not been claimed by the members for seven consecutive years or more, have been
transferred by the Company to the Investor Education and Protection Fund (IEPF) during the
Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the
Website(s) of IEPF as well as the Company. c) Transfer of unclaimed fixed deposits and
debentures
e unclaimed fixed deposits, debentures, or interest thereon have
already been transferred to the Investor Education and Protection Fund (IEPF) established
by the Central Government as per the requirement.
Any person whose shares and/or unclaimed/un-encashed dividend, fixed
deposits, debentures and/or interest thereon, have been transferred to the IEPF, can claim
back the shares and/or apply for refund of such dividend, fixed deposits, debentures, or
interest thereon, as the case may be, by making an application to the IEPF Authority, in
the prescribed Form.
RIGHTS ISSUE OF EQUITY SHARES
e Board of Directors of the Company in their meeting held on February
12, 2021 has given their consent to raise funds for an aggregate amount not exceeding Rs.
50 crores, by way of "Rights Issue" of Equity shares, to augment capital and
expedite the completion of the de-leveraging of the Company and constituted a Special
purpose Committee namely Rights Issue Committee? in this regard. e said Rights
Issue Committee comprises of three directors namely Prof Sudhir Kumar Jain as Chairman,
Mr. Bipin Maira and Mr. Jitendra Tuli as members of the Committee.
RISK MANAGEMENT
e Company has in place Risk Management Process for identifying /
managing risks. e Company?s Risk Management Framework helps in identifying risks and
opportunities that may have a bearing on the organization?s objectives, assessing
them in terms of likelihood and magnitude of impact and determining a response strategy. e
risk management process consists of risk identification, risk assessment, risk monitoring
& risk mitigation. During the year, the Board was informed about measures taken for
minimization of risks. e Board provides oversight and reviews the Risk Management process.
As stated under sub-heading Real Estate Division? under
Heading State of the Company?s affairs / Operations Overview? of this
Directors? Report, the Company is taking appropriate action in the matter for
revocation of order of DTCP suspending the Licence for setting up of affordable
residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275
acres of the Company?s land parcel situated near Mela Ground, Hisar, Haryana. e Board
believes that with the revocation of said suspension order of license and infusion of
liquidity by focusing /managing of its real estate operation and/ or the Company?s
plans of restructuring of its Engineering Business Undertaking as well as other interim
measures to improve liquidity, the Company will be able to continue its operation for the
foreseeable future.
AUDIT COMMITTEE
As on March 31, 2023, the Audit Committee of the Company consists of
Dr. Kavita A Sharma, Chairperson, Mr. Bipin Maira and Prof. Sudhir Kumar Jain as members
of the Audit Committee.
e terms of reference of the Audit Committee are in line with the
requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
e CSR Committee of the Company consists of Mr. Bipin Maira, Chairman,
Mr. Jitendra Tuli and Dr. Kavita A Sharma, as members. CSR Committee is responsible for
formulating and monitoring the CSR Policy of the Company. e Company?s CSR Policy is
available on the Company?s website www.dcm.in. Further, due to continued losses in
last few years, the Company was not required to spend any amount on CSR activities during
the financial year 2022-23.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO
e information relating to conservation of energy, technology absorption
and 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, as
amended, is enclosed as Annexure I, and forms part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
the top ten employees and employees drawing remuneration in excess of the limits set out
in the said rules are given in Annexure-II of this Board?s Report.
Further, the details required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, in respect of Directors, KMPs and other employees of
the Company, are given in Annexure-II-A of this Board?s Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
Particulars of investments made and loans given and guarantee /security
provided are given in the standalone financial statements. (Please refer to note nos. 5, 6
& 8 of the standalone financial statements).
Further, pursuant to the approval given by the members, the Company in
its capacity as title holder of land at Bara Hindu Rao / Kishanganj, Delhi (Project land),
in respect of which the development rights were vested with a joint venture company in
terms of SORA, has mortgaged the said land for loans availed in connection with
development of real estate project on the said land by joint venture company and also by a
body corporate who has been developing the real estate project along with the said joint
venture company. e outstanding amount of loans, on which mortgage was created, as on
31.03.2023 was Rs. 267.17 crores (previous year Rs. 398.66 crores).
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on
arm?s length basis. All transactions with related parties were reviewed and approved
by the Audit Committee.
e prescribed Form AOC-2 is enclosed as Annexure - III, and forms part
of this Report. Your directors draw attention of members of the Company to Note No. 42 to
the standalone financial statements which sets out related party disclosures.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, as amended, the Annual Return of the Company as on March 31, 2023 is available
on the Company?s website on weblink: https://dcm.in/147-2/
SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act, 2013 and Rules made
thereunder, the Board of Directors of the Company have appointed M/s. Pragnya Pradhan
& Associates, Company Secretaries, to conduct Secretarial Audit for financial year
2022-23.
e Secretarial Audit Report of the Company for the financial year ended
31st March, 2023 as required under the Companies Act, 2013, read with Rules
made thereunder, as amended, and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, is enclosed herewith as Annexure
IV, and forms part of this Report.
In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, the Secretarial Audit Report of
Company?s unlisted material subsidiary i.e. DCM Infotech Limited for the financial
year 2022-23 is enclosed herewith as Annexure IV-A, and forms part of this Report.
e Secretarial Compliance Report of the Company for the financial year
ended 31st March, 2023, in relation to compliance of all applicable SEBI Regulations and
circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of
SEBI Listing Regulations read with SEBI Circular CIR/CFD/ CMD1/27/2019 dated February 08,
2019, NSE Circular Nos. NSE/CML/ 2023/21 dated March 16, 2023 & NSE/CML/ 2023/30 dated
April 10, 2023 and BSE Circular Nos. 20230316-14 dated March 16, 2023 & 20230410-41
dated April 10, 2023 is enclosed herewith as Annexure - IV-B and forms part of this
Report. e Secretarial Compliance Report has been voluntarily enclosed as part of Annual
Report as good disclosure practice.
e Secretarial Audit Report and Secretarial Compliance Report of the
Company for the Financial Year ended March 31, 2023 and the Secretarial Audit Report of
Company?s unlisted material subsidiary i.e. DCM Infotech Limited for the financial
year ended March 31, 2023 do not contain any qualifications, reservation or adverse
remark.
NOMINATION AND REMUNERATION POLICY
e Nomination and Remuneration Policy was approved by the Board of
Directors of the Company. e main objective of the said policy is to ensure that the level
and composition of remuneration is reasonable and sufficient to attract, retain and
motivate the Directors, KMP and Senior Management employees. e remuneration involves a
balance between fixed and incentive pay, reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals. e salient features of
Nomination and Remuneration Policy are as stated below:
Appointment Criteria and Qualifications
e Committee shall identify and ascertain the integrity, qualification,
expertise and experience of the person for appointment as Director, Key Managerial
Personnel, or at Senior Management Personnel level and recommend to the Board his/ her
appointment.
A person should possess adequate qualification, expertise and
experience for the position he / she is considered for appointment. e Committee has
discretion to decide whether qualification, expertise and experience possessed by a person
is sufficient / satisfactory for the concerned position.
Remuneration to Managing Director(s)/Whole Time Director(s)/ Key
Managerial Personnel (KMP).
(i) e Board, on the recommendation of the Committee, shall review and
approve the remuneration payable to the Executive Directors of the Company within the
overall limits permissible under the law.
(ii) e Board, on the recommendation of the Committee, shall also review
and approve the remuneration payable to the Key Managerial Personnel of the Company.
(iii) e remuneration of Executive Directors and Key Managerial
Personnel will include the following components : a) Basic Pay; b) Commission / Variable
Component / Bonus; c) Perquisites and Allowances; d) Retirement Benefits.
Remuneration to Non-Executive and Independent Directors
(i) e Board on the recommendation of the Committee shall review and
approve the remuneration payable to the Non-Executive Directors of the Company within the
overall limits permissible under the law.
(ii) e Non- Executive and Independent Directors would be paid
remuneration by way of sitting fees for attending meetings of Board or Committee(s)
thereof and profit related commission as may be recommended by the Committee and as
permissible under the law.
Senior Management Personnel/ other Officers and Staff
All remuneration, in whatever form, payable to Senior Management
Personnel of the Company should be recommended by the Committee to the Board for its
approval.
Employees shall be assigned grades according to their qualifications
and work experience, competencies as well as their roles and responsibilities in the
organization. Individual remuneration shall be determined within the appropriate grade and
shall be based on various factors such as job profile, skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
e Nomination and Remuneration Policy is enclosed herewith as Annexure
- V, which forms part of this Report and is also available on the
website of the Company at weblink: https://dcm.in/wp-content/uploads/2020/12/
Nomination-and-Remuneration-Policy.pdf
COST AUDIT
As per the requirements of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended, the Company is maintaining cost
records pertaining to Cast Iron Unit of the Company namely DCM Engineering
Products? located at Shaheed Bhagat Singh Nagar, Punjab.
In terms of the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to
time, the Board of Directors, based on the recommendation of the Audit Committee, have
appointed M/s. V Kumar & Associates, Cost Accountants (Firm Registration Number
100137), as Cost Auditors, for the Financial Year 2023-24, for conducting cost audit of
cost accounts pertaining to Cast Iron Unit of the Company namely DCM Engineering
Products? located at Shaheed Bhagat Singh Nagar, Punjab at a fee of Rs. 5,000/-
(Rupees Five ousand Only) plus GST & out-of-pocket expenses, if any.
A resolution seeking approval of Members for rati_cation of the
remuneration payable to the Cost Auditor of the Company for the Financial Year 2023-24 is
included in the notice of 133rd AGM of the Company.
CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, Corporate Governance Report along with Auditors?
certificate thereon and Management Discussion and Analysis Report are enclosed, and form
part of this report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR 2022-23
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR I.E. 31.03.2023
Sr No. |
Name |
Amount
Claimed
with Interest
(Rs. in lakhs) |
Notices/ Petitions |
Status as on March 31, 2023 |
1. |
Foseco India Ltd |
149.07 |
IBC on 24.2.2020 |
Petition Matter is settled and withdrawn on
23.05.2022 |
2. |
M/s. Phool Chand Bhagat Singh |
66.26 |
IBC filed 25.02.2020 |
Petition Matter is settled on and withdrawn
on 05.04.2022 |
3. |
Vedic Petrochemical Pvt Ltd |
67.25 |
IBC filed 16.03.2020 |
Petition Matter is settled on and withdrawn
on 15.11.2022 |
4. |
Elkem South 24.20 Asia Pvt Ltd. |
|
IBC filed 29.02.2020 |
Petition Matter is settled on and withdrawn
on 22.09.2022 |
|
Total |
306.78 |
|
|
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
e Company has repaid and settled the dues of all the bankers (Viz.
State Bank of India, ICICI Bank Limited and HDFC Bank Limited), who have provided term
loans and working capital facilities (referred as said Credit facilities?) to
DCM Engineering Products, a Unit of the Company, under one- time settlement (OTS) as
agreed with them.
However, the Bankers who have agreed for OTS have not provided any
valuation report to the Company. erefore 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, have not been
provided here.
DISCLOSURE REQUIREMENTS
1. Details of the familiarization programme of the independent
directors are available on the website of the Company at weblink: http://www.
dcm.in/wp-content/uploads/2016/10/Familirisation-Program-for-IndependentDirectors.pdf.
2. Policy for determining material subsidiaries of the Company is
available on the website of the Company at weblink: https://dcm.in/wp-content/
uploads/2022/07/Material-Subsidiary-Policy.pdf
3. Policy on materiality of related party transactions and dealing with
related party transactions is available on the website of the Company at weblink:
https://dcm.in/wp-content/uploads/2022/08/RPT-Policy-DCM-Limited-1.pdf
4. e Company has formulated a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns,
which is available on Company?s website www.dcm.in. e provisions of this policy are
in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements Regulations, 2015, as amended.
5. ere were no significant or material orders passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company?s operations
in future.
6. e Company has constituted Internal Complaints Committee(s) under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year, there were no cases reported under the said Act.
7. During the year under review, the Company has complied with
mandatory applicable Secretarial Standards issued by Institute of Company Secretaries of
India (ICSI).
ACKNOWLEDGEMENT
e Directors wish to acknowledge and thank the Central and State
Governments and all regulatory bodies for their continued support and guidance. e
Directors thank the shareholders, customers, business associates, Financial Institutions
and Banks for the faith reposed in the Company and its management. e Directors place on
record their deep appreciation of the dedication and commitment of your Company?s
employees at all levels and look forward to their continued support in the future as well.
For and on behalf of the Board of Directors For DCM Limited
|
Sd/- |
Place: Delhi |
Bipin Maira |
Date: August 11, 2023 |
Chairman |