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Directors Report of DCW Ltd.

Mar 31, 2023

Board’s Report

To,

The Members,

DCW Limited

Your Directors are pleased to present the Eighty Fourth (84th)
Annual Report together with the Audited Financial Statements of
your Company for the Financial Year ended March 31,2023.

1. Financial Highlights

Particulars

31-03-2023

31-03-2022

Net Sales

263379.58

245473.50

Profit before Depreciation

31769.48

21786.76

Less : Depreciation

9015.59

8852.59

Profit Before Tax/(Loss)
before exceptional item

22753.89

12934.17

Add: Exceptional item

4687.46

1390.80

Profit Before Tax/(Loss)

27441.35

14324.97

Tax: Current Period

4850.00

2600.00

Earlier Year Tax

-

(162.63)

MAT Credit (Entitlement) /
Reversals - Net

(4782.24)

(2555.81)

Profit/(Loss) After Current
Tax & Tax Adjustments

27373.59

14206.53

Deferred Tax

8175.60

3692.79

Profit after Tax/(Loss)

19197.99

10750.62

Add: Balance brought
forward

21692.73

10942.11

Profit available for
Appropriation

40890.72

21692.73

Appropriations:

General Reserves

-

-

Proposed Dividend

1770.93

-

Dividend Distribution Tax

-

-

Balance carried forward

39119.79

21692.73

2. Dividend

The Board of Directors of your Company has recommended
payment of final dividend of '' 0.30 (Thirty Paise) per equity
share (i.e. 15%) of the face value of '' 2/- each for the financial
year ended March 31, 2023, subject to the approval of the
Members at the ensuing 84th Annual General Meeting (''AGM'')
and shall be subject to deduction of tax at source.

During the year under review, your Company has paid an
interim dividend of '' 0.20 (Twenty Paise) per equity share
(i.e. 10%) of the face value of '' 2/- each.

In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015 as amended (''Listing Regulations''), the Company
has formulated a Dividend Distribution Policy and the
same is available on the Company''s website and
can be accessed at
https://dcwltd.com/wp-content/
uploads/2023/02/Dividend-Distribution-Policy.pdf

The dividend recommended is in accordance with the
Company''s Dividend Distribution Policy.

3. Transfer to Reserves

The Board of Directors has not recommended to transfer any
amount to General Reserves.

4. Transfer to Investor Education and
Protection Fund

Pursuant to the provisions of Section 124 of the Companies
Act, 2013 ("the Act") read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), and relevant circulars and
amendments thereto, the amount of dividend remaining
unpaid or unclaimed for a period of seven years from the due
date is required to be transferred to the Investor Education
and Protection Fund ("IEPF"), constituted by the Central
Government.

During the year under review, no amount of unpaid/
unclaimed dividend was due for transfer to the Investors
Education protection Fund.

5. Fund Raising

Conversion of Warrants to Equity Shares

Pursuant to the in-principal approvals received from BSE
Limited ("BSE") and National Stock Exchange of India Limited
("NSE"), the Company on April 7, 2021 had issued and
allotted 1,57,91,314 (One Crore Fifty Seven Lakhs Ninety-one
Thousand Three Hundred & Fourteen) Warrants convertible
into Equity Shares at a price of '' 19/- per Equity Share
(including premium of? 17/- per Equity Shares) on Preferential
Basis to the Promoter, Promoter''s Group and Foreign Portfolio
Investors on receipt of '' 7,50,08,742/- (towards 25% of the
issue price paid by the allottees).

During the year under review, the Committee of Board
of Directors for Preferential Issue in their Meeting held
on September 2, 2022 had approved the conversion
of 1,57,91,314 (One Crore Fifty Seven Lakhs Ninety-one
Thousand Three Hundred & Fourteen) Warrants into Equity
Shares on receipt of '' 22,50,26,224/- (towards remaining
75% of the issue price paid by the allottees) and allotted
1,57,91,314 Equity Shares to the Promoter, Promoter''s Group
and Foreign Portfolio Investors.

The Company has received the listing approvals and trading
approvals from the BSE Limited and National Stock Exchange
of India Limited for the aforesaid allotments.

6. Debentures

Conversion of Optionally Convertible Debentures

During the year under review, the Committee of Board of
Directors for Optionally Convertible Debentures ("OCDs")
in their Meeting held on June 22, 2022 had approved the
conversion of 3000 OCDs of '' 1,00,000/- each (out of 6000
OCDs allotted on March 5, 2021) and allotted 1,66,66,666
(One Crore Sixty Six Lakhs Sixty Six Thousand Six Hundred
and Sixty Six) Equity Shares having face value of '' 2/- each
at conversion price of '' 18/- per Equity Share (including
premium of '' 16/- each) and on August 19, 2022 had
approved the conversion of 300 OCDs (out of remaining 3000
OCDs) of '' 1,00,000/- each and allotted 16,66,666 (Sixteen
Lakhs Sixty Six Thousand Six Hundred and Sixty Six) Equity
Shares having face value of '' 2/- each at conversion price of
'' 18/- per Equity Share (including premium of '' 16/- each).

Redemption of NCDs and OCDs

The Company has made the full & final payment towards
redemption of the balance 2,700 OCDs having face value of
'' 1,00,000/- to the OCD holders on due date i.e. September 5,
2022.

Further, the Company has also made the payment towards
the early partial redemption of 900 Non-Convertible
Debentures ("NCDs") (out of 35,000 NCDs) on September
5, 2022 and made the full and final redemption of all the
remaining 34,100 NCDs having face value of '' 1,00,000/-
each on September 30, 2022.

The Company had paid the interest on Non-Convertible
Debentures and Optionally Convertible Debentures on the
due dates.

7. Share Capital

Consequent upon the above allotments of the Equity
Shares, the paid-up Equity Share Capital of the Company
has increased from '' 52,20,60,742/- (Rupees Fifty Two Crore
Twenty Lakh Sixty Thousand Seven Hundred Forty Two only)
consisting of 26,10,30,371 (Twenty Six Crores Ten Lakhs Thirty
Thousand Three Hundred Seventy One) Equity Shares of '' 2/-
each to '' 59,03,10,034/- (Rupees Fifty Nine Crore Three Lakh
Ten Thousand Thirty Four only) consisting of 29,51,55,017
(Twenty Nine Crores Fifty One Lakhs Fifty Five Thousand
Seventeen) Equity Shares of '' 2/- each.

During the year under review, there was no change in
Authorised Share Capital of the Company. As of March

31, 2023, the Company''s Authorised Share Capital stood
at '' 70,00,00,000/- (Rupees Seventy Crore) comprising of
35,00,00,000 (Thirty Five Crores) Equity Shares having face
value of '' 2/- each.

Further, during the year under review, there was no re¬
classification or sub-division of Equity Shares of the Company.

Re-classification of Promoter/Promoter Group
Shareholders as Public Shareholders:

The Company has received the stock exchanges approval
for Re-classification of below mentioned shareholders from
Promoter/Promoter Group category to Pubic category w.e.f.
August 22, 2022:

i. Ms. Vibha Swarup

ii. Ms. Divyaa Kummar

iii. Kalpataru Botanical Gardens Private Limited

8. Operations

The sales for the year are '' 2,63,379.58 lakhs compared to
'' 2,45,473.50 lakhs in the previous year. The profit for the year
(before depreciation and exceptional item) was '' 31,769.48
lakhs against a profit of '' 21,786.76 lakhs in the previous year.
The profit before tax amounted to '' 27,441.35 lakhs as against
profit of '' 14,324.97 lakhs in the previous year. The profit after
provision of current tax / taxes for the year is '' 27,373.59 lakhs
against a profit of '' 14,206.53 lakhs in the previous year and
Profit after deferred tax was '' 19,197.99 lakhs against profit of
'' 10,750.62 lakhs in previous year.

9. Exports

The Company''s exports were '' 74,381.23 lakhs as compared
to '' 45,311.90 lakhs in the previous year. This increase
in Export Turnover is primarily on account of increase in
quantity sold and realisation on Caustic Soda, SIOP and sale
of Synthetic Rutile (BI) during the year.

10. Division Wise Performance

a) PVC Division:

The turnover of the division was '' 92,792.71 lakhs as
compared to '' 1,24,335.58 lakhs in the previous year.
The turnover of this division is reduced compared to
previous year. This is primarily due to lower realisation
on sale of PVC during the year.

b) Caustic Soda Division:

The turnover of the division was '' 95,611.31 lakhs as
compared to '' 67,014.59 lakhs in the previous year.
The turnover of this division is increased compared to
previous year. This is primarily due to increased sales
quantity of Caustic Soda and increase in realisation on

In a separate meeting held on January 19, 2023 and August
10, 2023, the performance evaluation of the Chairman, Non¬
Independent Directors and the Board as a whole was carried
out by the Independent Directors. The Independent Directors
expressed their satisfaction with the evaluation process.

The performance evaluation of all the Directors, Committees
and the Board was carried out by the Nomination &
Remuneration Committee, Independent Directors and Board
at their respective meetings.

14. Succession Plan

The Board of Directors has satisfied itself that plans are in
place for orderly succession for appointment to the Board of
Directors and Senior Management.

15. Particulars of employees

15.1 The details of employee remuneration as required
under provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are available on the website of
the Company and can be accessed at the weblink :
https://dcwltd.com/investors/

15.2 Information required under Section 197 of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 are
given below:

a. The ratio of the remuneration of each director to
the median remuneration of the employees of
the Company for the financial year

Managing Directors

Ratio to median

remuneration

Mr. Pramodkumar Jain

169.05

Mr. Bakul Jain

169.05

Mr. Vivek Jain

169.05

Independent Directors

Ratio to median
remuneration

Ms. Sujata Rangnekar

0.55

Mr. Krishnamoorthy

0.71

Krishnan

Mr. Mahesh Vennelkanti

0.71

sale of Caustic Soda & Synthetic Rutile (BI) during the
year.

c) Soda Ash Division:

The turnover of the division was '' 36,208.15 lakhs as
compared to '' 20,242.71 lakhs in the previous year.
The turnover of this division is increased compared to
previous year. This is primarily due to increased sales
quantity and realisation during the year.

d) Synthetic Iron Oxide Pigment:

The turnover of the division was '' 15,386.62 lakhs as
compared to '' 10,753.30 lakhs in the previous year.
This is primarily due to higher production and sale of
SIOP during the year coupled with higher realisation.
The product manufactured by this division has got
good response & increased acceptance both from
international as well as domestic consumers.

e) C-PVC Division:

The turnover of the division was '' 21,897.73 lakhs as
compared to '' 21,526.96 lakhs in the previous year. This
is primarily due to higher realisation. The product has
been well accepted by the customers. CPVC Resin was
embarked by the Company as a Make in India initiative.

11. Management Discussion and Analysis
Report

Management''s Discussion and Analysis Report for the
financial year under review, as stipulated under Regulation
34 read with Schedule V(B) of Listing Regulations is presented
in a separate section forming part of the Annual Report.

12. Board of Directors & Key Managerial
Personnel (KMPs)

In accordance with the provisions of Section 152(6) of the
Companies Act, 2013, Mr. Pramodkumar Shriyansprasad
Jain (DIN: 00380458), Managing Director of the Company
retires by rotation at the ensuing Annual General Meeting
("AGM") of the Company and being eligible, offers himself
for re-appointment at the ensuing AGM. The Board on
the recommendation of the Nomination & Remuneration
Committee ("NRC") has recommended his re-appointment.

Details of Mr. Pramodkumar Shriyansprasad Jain (DIN:
00380458) is provided in the "Annexure - I" to the Notice, in
accordance with the provisions of (i) Listing Regulations and
(ii) Secretarial Standard on General Meetings ("SS-2"), issued
by the Institute of Company Secretaries of India.

Pursuant to Section 149(7) of the Companies Act, 2013 and
Regulation 25(8) of the Listing Regulations, the Independent

Directors have provided a declaration to the Board of
Directors that they meet the criteria of Independence as
prescribed in the Companies Act, 2013 and the Listing
Regulations, and are not aware of any situation which exists
or may be reasonably anticipated that could impair or
impact their ability to discharge duties as an Independent
Director with an objective independent judgement and
without any external influence. Further, veracity of the above
declarations has been assessed by the Board, in accordance
with Regulation 25(9) of the Listing Regulations.

Further, declaration in compliance with Rule 6(3) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended by Ministry of Corporate Affairs
("MCA") Notification dated October 22, 2019, regarding the
requirement relating to enrolment in the Data Bank created
by MCA for Independent Directors, has been received from
all the Independent Directors.

The Company has formulated a policy on ''familiarisation
programme for independent directors'' which is available on
the Company''s website at the link:
https://dcwltd.com/wp-
content/uploads/2023/04/DETAILS OF FAMILIARIZATION
OF PROGRAMMES.pdf

Pursuant to provisions of Section 203 of the Companies Act,
2013, Mr. Pramodkumar Jain, (DIN: 00380458), Chairman
& Managing Director; Mr. Bakul Jain (DIN: 00380256), Mr.
Vivek Jain (DIN: 00502027), Managing Directors, Mr. Amitabh
Gupta, Chief Executive Officer, Mr. Pradipto Mukherjee, Chief
Financial Officer and Mr. Dilip Darji, Company Secretary &
Compliance Officer are the Key Managerial Personnel of the
Company as on March 31,2023.

Ms. Sujata Rangnekar (DIN: 06425371), Mr. Krishnamoorthy
Krishnan (DIN: 08129657) and Mr. Mahesh Vennelkanti (DIN:
03633359) are Non-Executive Independent Directors as on
March 31, 2023.

During the year under review, Mr. Vimal Jain, Chief Financial
Officer of the Company, retired from the Company due to
superannuation with effect from June 30, 2022 and Mr.
Pradipto Mukherjee was appointed as the new Chief Financial
Officer in his place with effect from July 1,2022.

13. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015, the Board has carried out an
Annual Performance Evaluation of its own performance, the
Directors individually as well as the evaluation of the working
of its various Committees. The Board of Directors expressed
their satisfaction with the evaluation process.

b. The percentage increase in remuneration of each
director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in the financial Year:

The details of the remuneration paid to each
Director for the Financial Year 2022-23 is given
in the Corporate Governance Report. During
the year under review, the Members of the
Company in the Annual General Meeting held
on September 27, 2022 has increased the overall
percentage of the remuneration payable to all
the Managing Directors (including Whole-time
Director and Manager, if any), of the Company to
15% from existing 10% of the net profits of the
Company, with effect from Financial Year 2022-23.
The current rise in the remuneration to each
director is on account of Commission that was
paid as a result of higher net profits.

The Company has revised the remuneration of Mr.
Amitabh Gupta, Chief Executive Officer and Mr.
Dilip Darji, General Manager (legal) & Company
Secretary by 8.33%. Since Mr. Vimal Jain retired
from the Company as Chief Financial Officer due
to superannuation w.e.f June 30, 2022 and Mr.
Praditpto Mukherjee was appointed in his place
w.e.f July, 1,2022, hence there was no revision in
the remuneration of Chief Financial Officer.

c. The percentage increase in the median
remuneration of employees in the financial year:
11.34%

d. The number of permanent employees on the rolls
of Company: 1916

e. Average percentile increase already made
in the salaries of employees other than the
managerial personnel in the last financial year
and its comparison with the percentile increase
in the managerial remuneration and justification
thereof and point out if there are any exceptional
circumstances for increase in the managerial
remuneration:

The average increase in remuneration is 9.43% for
employees other than Managerial Personnel .

f. Affirmation that the remuneration is as per the
remuneration policy of the Company:

The Company affirm that the remuneration is as
per the remuneration policy of the Company

16. Statutory Auditors

The Shareholders of the Company at its 83rd Annual General
Meeting ("AGM") held on September 27, 2022, had appointed
M/s. V. Sankar Aiyar & Co., Chartered Accountants (ICAI Firm
Registration No. 109208W), as Statutory Auditors of the
Company for a period of 5 (five) years to hold office until
the conclusion of the 88th Annual General Meeting to be
held in the calendar year 2027 to conduct the audit of the
Accounts of the Company, at such remuneration as may be
mutually agreed upon between the Board of Directors of the
Company and the Auditors.

The requirement of ratification of auditors'' appointment
by Members at every AGM has been done away by the
Companies (Amendment) Act, 2017 with effect from May 7,
2018 as the first proviso to Section 139(1) of the Companies
Act, 2013 has been deleted. Accordingly, no resolution is
being proposed for ratification of appointment of Statutory
Auditors at the ensuing AGM.

M/s. V. Sankar Aiyar & Co., has furnished a certificate of their
eligibility and consent under section 139 and 141 of the
Act read with the Companies (Audit and Auditors) Rules
2014 for holding the office as the Statutory Auditors of the
Company. In terms of the Listing Regulations, the Auditors
have confirmed that they hold a valid certificate issued by
the Peer Review Board of the ICAI.

The Statutory Auditor''s Report on the Financial Statements
for the Financial Year ended on March 31, 2023 does not
contain any qualification, reservation, adverse remark or
disclaimer. Further the observations made in the Auditor''s
Report are self-explanatory and therefore do not call for
any further comments. The report given by the Statutory
Auditors on the Financial Statements of the Company forms
part of this Annual Report.

17. Internal Auditors

The Board of Directors at their meeting held on May 24,
2022 had appointed M/s. PKF Sridhar and Santhanam LLP,
Chartered Accountants, as Internal Auditors of the Company
for the Financial Year 2022-23. The Internal Auditors have
been periodically reporting to the Audit Committee with
regards to their audit process and key audit findings during
the year

Further, on the recommendation of the Audit Committee, the
Board of Directors at their meeting held on May 11,2023 have
re-appointed M/s. PKF Sridhar and Santhanam LLP, Chartered
Accountants, as an Internal Auditor of the Company to carry
out the Internal Audit for Financial Year 2023-24.

18. Cost Records and Cost Audit

As per Section 148 of the Companies Act, 2013, read with
the Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records and
accordingly, such accounts and records are maintained.

The Board had appointed M/s. N. D. Birla & Co., Ahmedabad
and M/s. R. Nanabhoy & Co., Mumbai, Cost Accountants, as
Cost Auditors for conducting the audit of cost records of the
Company for the Financial Year 2022-23.

Pursuant to Section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Board
of Directors on the recommendation of the Audit Committee
have appointed M/s. N. D. Birla & Co., Ahmedabad and M/s.
R. Nanabhoy & Co., Mumbai, Practising Cost Accountants for
conducting cost audit of the cost records maintained by the
Company for the Financial Year 2023-24.

M/s. N. D. Birla & Co., Ahmedabad and M/s. R. Nanabhoy & Co.,
Mumbai, Practicing Cost Accountants have confirmed that
their appointment are within the limits of Section 141(3)(g)
of the Companies Act, 2013 and have also certified that they
are free from any disqualification specified under Section 141
and proviso to Section 148(3) of the Act.

As per the provisions of the Companies Act, 2013, the
remuneration payable to the Cost Auditors is required to be
placed before the Shareholders in a General Meeting for their
ratification. Accordingly, a resolution seeking Shareholders''
ratification for remuneration payable to M/s. N. D. Birla & Co.,
Ahmedabad and M/s. R. Nanabhoy & Co., Mumbai, Practicing
Cost Accountants is included in the Notice convening the
Annual General Meeting.

19. Secretarial Auditor and Secretarial
Audit 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
Board of Directors, on the recommendation of the Audit
Committee, had appointed M/s S. K. Jain & Co., Practicing
Company Secretaries, to conduct the Secretarial Audit of the
Company for the Financial Year 2022-23.

The Secretarial Auditor has conducted an audit as per the
applicable provisions of the Companies Act, 2013 and Listing
Regulations.

The Secretarial Audit Report given by the Secretarial Auditor
in Form No. MR-3 as per the provisions of Section 204 of the
Companies Act, 2013 read with Rules framed thereunder for

the financial year ended March 31,2023 has been annexed to
this Board Report and marked as Annexure ''A'' and forms part
of the Annual Report.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.

20. Annual Secretarial Compliance Report

In compliance with the Regulation 24A of the Listing
Regulations and the SEBI circular CIR/CFD/CMD1/27/2019
dated February 8, 2019, the Company has undertaken an audit
for the Financial Year 2022-23 for all the applicable compliances
as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial
Compliance Report duly issued by M/s S. K. Jain & Co has
been submitted to the Stock Exchanges within the prescribed
timelines and is annexed at Annexure ''B'' to this Board''s Report.

Annual Secretarial Compliance Report does not contain any
qualification, reservation, adverse remark or disclaimer.

21. Secretarial Standards

The applicable Secretarial Standards, i.e. SS-1 and SS-2,
relating to ''Meetings of the Board of Directors'' and ''General
Meetings'', respectively, have been duly complied by the
Company.

22. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings
and Outgo

Information on conservation of energy, technology
absorption, foreign exchange earnings and out go, required
to be given pursuant to provision of Section 134 of the
Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014 is annexed to this report as Annexure ''C'' and
forms part of it.

During the year under review, the Company has spent
'' 88.78 lakhs for Research and Development.

23. Deposits / Loans & Advances,
Guarantees or Investments

The Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 during the year under review. The
particulars of loans/ advances, guarantees and investments,
if any, under Section 186 of the Companies Act, 2013
are furnished in the notes forming part of the Financial
Statements and provided in this Annual Report.

24. Credit Ratings

During the year under review, India Ratings & Research Private
Limited ("Credit Rating Agency") on March 15, 2023 has
upgraded ratings for the financial facilities of the Company
''from ''IND A-'' to ''IND A This reaffirms the reputation and trust
the Company has earned for its sound financial management
and its ability to meet its financial obligations.

Details of Credit Rating and change/revision in the Credit
Ratings for the financial facilities availed by the Company
from time to time are provided in the Corporate Governance
Report forming part of the Annual Report.

25. Subsidiaries/Associate/Joint Venture
Companies

Your Company does not have any Subsidiary/Associate/Joint
Venture Company.

26. Risk Management Policy

Your Company laid down Risk Management Policy and
it is made available on the website of the Company at the
link:
https://dcwltd.com/wp-content/uploads/2023/02/

Risk-Management-Policy.pdf. The Company has duly
constituted the Risk Management Committee in line with
the requirements prescribed under the provisions of the
Companies Act, 2013 and in compliance with the SEBI
Circular dated May 5, 2021.

27. Establishment of Vigil Mechanism

As per the provisions of Section 177(9) of the Companies
Act, 2013, the Company is required to establish an effective
Vigil Mechanism for directors and employees to report
genuine concerns. The Company has a Whistle Blower Policy
to encourage and facilitate employees to report concerns
about unethical behaviour, actual/suspected frauds and
violation of Company''s Code of Conduct. The policy also
provides for adequate safeguards against victimisation of
persons who avail the same and provides for direct access to
the Chairperson of the Audit Committee.

The Whistle Blower Policy also enables the employees
to report concerns relating to leak or suspected leak
of Unpublished Price Sensitive Information. The Audit
Committee of the Company oversees the implementation of
the Whistle Blower Policy. The Whistle Blower Policy can be
accessed at the Company''s website at the weblink:
https://
dcwltd.com/wp-content/uploads/2023/02/Whistle-Blower-
Policy.pdf

28. Board Meetings

During the Financial Year 2022-23, 5 (Five) Board Meetings
were held. For details thereof kindly refer to the section
"Board of Directors" - "Board Meetings" in the Corporate
Governance Report. The intervening gap between two
consecutive meetings was within the period prescribed
under the Companies Act, 2013, Secretarial Standards on
Board Meetings and SEBI Listing Regulations as amended
from time to time.

29. Committees of the Board

The Board has constituted the following mandatory
committees viz.,

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

6. Internal Complaints Committee

The terms of reference of these committees are as required
under the provisions of the respective Acts /SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and as determined by the Board. Meeting of each of these
Committees are convened by the respective Chairperson
of the Committees and minutes of the meetings of these
Committees are placed at the Board Meetings. The details
of these committees are stated in this / Annexures to this
Report.

29.1 Audit Committee

The Company has duly constituted the Audit
Committee in line with the requirements prescribed
under the provisions of the Companies Act, 2013 and
SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015, comprises 3 Independent Directors
and Ms. Sujata Rangnekar is the Chairperson of the
Committee and other members of the Committee
are Mr. Mahesh Vennelkanti and Mr. Krishnamoorthy
Krishnan and they possess sound knowledge on
accounts, audit, finance, taxation, Internal Control etc.

The details of meetings of the Committee held during
the financial year under review along with attendance
of members thereof, composition and changes, if
any, in the composition of Audit Committee and Role

of the Audit Committee is provided in the Corporate
Governance Report annexed to this Report.

The Company Secretary of the Company acts as
Secretary of the Committee.

During the year there are no instances where the
Board had not accepted the recommendation of Audit
Committee.

29.2 Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination
& Remuneration Committee to align with the
requirements prescribed under the provisions of the
Companies Act, 2013 and SEBI (Listing obligations
and Disclosure Requirements) Regulations, 2015. The
Nomination & Remuneration Committee comprises of
3 Independent Directors and Ms. Sujata Rangnekar is
the Chairperson of the Committee and other members
of the Committee are Mr. Mahesh Vennelkanti and Mr.
Krishnamoorthy Krishnan.

The details of meetings of the Committee held during
the financial year under review along with attendance
of members thereof, composition and changes, if any,
in the composition of Nomination & Remuneration
Committee and Role of the Committee is provided
in the Corporate Governance Report annexed to this
Report.

The Company Secretary of the Company acts as
Secretary of the Committee.

The Board has framed a policy for selection and
appointment of Directors, Senior Management and
their Remuneration in accordance with the provisions of
the Companies Act, 2013 and SEBI (LODR) Regulations,
2015. The said policy, inter alia, includes criteria for
determining qualifications, positive attributes and
independence of Directors. The Policy is available on
the Company''s website at the link:
https://dcwltd.com/
wp-content/uploads/2023/04/NRC-Policv.pdf

29.3 Stakeholders Relationship Committee

The Company has duly constituted Stakeholders
Relationship Committee to align with the requirements
prescribed under the provisions of the Companies
Act, 2013 and SEBI (Listing obligations and Disclosure
Requirements) Regulations, 2015, comprises 3 members
viz. Mr. Krishnamoorthy Krishnan is the Chairman of the
Committee and other members of the Committee are
Mr. Pramodkumar Jain and Mr. Bakul Jain.

The details of meetings of the Committee held during
the financial year under review along with attendance
of members thereof, composition and changes, if
any, in the composition and Role of the Stakeholders
Relationship Committee and status of grievances
received from various stakeholders during the financial
year are furnished in the Corporate Governance Report
annexed to this Report.

The Company Secretary of the Company acts as
Secretary of the Committee.

29.4 Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act, 2013
and the relevant rules, the Board has constituted the
Corporate Social Responsibility (CSR) Committee under
the Chairmanship of Mr. Pramodkumar Jain, Chairman
of the Board. The other members of the Committee are
Mr. Krishnamoorthy Krishnan, an Independent Director
and Mr. Bakul Jain, Managing Director. A detailed CSR
Policy has also been framed and is available on the
company''s website at the weblink:
https://dcwltd.com/
wp-content/uploads/2023/02/Whistle-Blower-Policy.
pdf. Other details for the CSR activities as required under
Section 135 of the Companies Act 2013 are given in the
CSR Report and is annexed hereto marked as Annexure
''D!

The details of meetings of the Committee held during
the financial year under review along with attendance
of members thereof, composition and changes, if any,
in the composition of CSR Committee is provided in the
Corporate Governance Report annexed to this Report.

The Company Secretary of the Company acts as
Secretary of the Committee.

29.5 Risk Management Committee

The Company has duly constituted the Risk
Management Committee in line with the requirements
prescribed under the provisions of the Companies
Act, 2013 and in compliance with the SEBI Circular
dated May 5, 2021. Risk Management Committee of
Directors., comprises 3 Members and Mr. Pramodkumar
Jain is the Chairperson of the Committee and other
members of the Committee are Mr. Saatvik Jain and Mr.
Krishnamoorthy Krishnan.

The Risk Management Committee is constituted
for overseeing risk management systems as well
as risk governance. The Committee frames the
Risk Management Policy, which is approved by
the Board, and updates the Board regularly on risk
management and governance. The Board oversees
the risk management and governance process. Our
internal control framework comprehensively covers
financial, operational, compliance and information
technology areas and is completely aligned with
our risk management policy. Embedded within the
business, robust risk management processes enable
us to identify significant risks and mitigate them in an
effective manner.

The details of meetings of the Committee held during
the financial year under review along with attendance
of members thereof, composition and changes, if any,
in the composition of Risk Management Committee
and Role of the Committee is provided in the Corporate
Governance Report annexed to this Report.

The Company Secretary of the Company acts as
Secretary of the Committee.

29.6 Internal Complaints Committee

The Company has zero tolerance on sexual harassment
at workplace. The Company has adopted a policy
on prevention, prohibition and redressal of sexual
harassment at workplace and has also established an
Internal Complaints Committee, as stipulated by The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules made
thereunder.

The Company has complied with provisions relating
to the constitution of Internal Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year
under review, no complaints in relation to sexual
harassment at workplace have been reported.

30. Annual Return

Pursuant to Sections 134(3)(a) and 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the Annual Return of the
Company is available on its website at
https://dcwltd.com/
investors/

31. Details in respect of adequacy of internal
financial controls with reference to the
financial statements

The Company has in place adequate internal financial control
with reference to the Financial Statements commensurate
with the size, scale and complexity of its operations. A strong
internal control culture is pervasive in the Company. The

Company has implemented a robust and comprehensive
internal control system for all the major processes to
ensure reliability of financial reporting, timely feedback on
achievement of operational and strategic goals, compliance
with policies, procedures, laws and regulations, safeguarding
of assets and economical and efficient use of resources. The
Internal Auditors continuously monitor efficiency of internal
controls with objective of providing to the audit committee
and the board of directors an independent, objective and
reasonable assurance on the adequacy and effectiveness of
the organisation''s risk management, controls and governance
processes.

Your Company operates in SAP, ERP environment and has its
accounting records stored in an electronic form and backed
up periodically. The ERP system is configured to ensure that
all transactions are integrated seamlessly with the underlying
books of account. Your Company has automated processes
to ensure accurate and timely updation of various master
data in the underlying ERP system.

32. Related Party Transactions

The Company has formulated a policy on materiality of
related party transactions and manner of dealing with related
party transactions which is available on the Company''s
website at the link:
https://dcwltd.com/wp-content/
uploads/2023/02/RPT-Policy.pdf

All contracts / arrangements / transactions entered by the
Company during the financial year with related parties were
in its ordinary course of business and on an arm''s length
basis.

No material related party transactions were entered
during the financial year by the Company. Accordingly, the
disclosure of related party transactions, as required under
Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2
is not applicable to the Company for FY 2022-23 and hence
does not form part of this report.

All transactions with related parties were reviewed and
approved by the Audit Committee. Omnibus approval is
obtained for related party transactions which are of repetitive
nature and entered in the ordinary course of business and on
an arm''s length basis. A statement giving details of all related
party transactions entered pursuant to omnibus approval so
granted is placed before the Audit Committee on a quarterly
basis for its review.

Details of transactions, contracts and arrangements entered
into with related parties by the Company, during FY 2022-

23, is given under Notes to Accounts annexed to Financial
Statements, which forms part of this Annual Report.

33. Corporate Governance Report

The Company is committed to uphold the highest standards
of Corporate Governance and adheres to the requirements
set out by the Companies Act, 2013 and the Listing
Regulations.

The report on Corporate Governance as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 ("Listing Regulations") forms
part of the Annual Report as Annexure ''E''. The requisite
certificate from M/s. S. K. Jain & Co., Practicing Company
Secretaries confirming compliance with the conditions of
Corporate Governance as stipulated under Schedule-V of the
Listing Regulations is attached to the report on Corporate
Governance.

34. Business Responsibility and
Sustainability Report

The Business Responsibility and Sustainability Report for the
financial year under review as stipulated under Regulation
34 2(f) of the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015, is presented in a separate
section of this Annual Report

35. Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in
relation to the audited financial statements of the Company
for the year ended March 31, 2023, your Directors hereby
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 along with
proper explanation relating to material departures, if
any;

b. In consultation with Statutory Auditors, accounting
policies have been selected and applied 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 as at March 31,2023 and of the
profit of the Company for the year ended on that date;

c. 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 irregularities;

d. Annual accounts have been prepared on a going
concern basis;

e. Adequate Internal Financial Controls have been laid
down to be followed by the Company and such Internal
Financial Controls were operating effectively during the
financial year ended March 31, 2023; and

f. Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively
throughout the financial year ended March 31,2023.

36. Significant/Material Orders passed by
the Regulators

There are no significant/material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its operations in future.

37. Material changes and commitments
affecting the financial position of the
Company

Except as disclosed elsewhere in the Report, there have
been no material changes and commitments affecting the
financial position of the Company which have occurred
between the end of the financial year of the Company to
which the financial statements relate and the date of this
report.

38. Details in respect of fraud reported by
Auditors other than those which are
reportable to Central Government

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12)
of the Companies Act, 2013.

39. Industrial Relations

The relations between the employees and the management
were cordial and an atmosphere of understanding prevailed
throughout the year.

40. General

Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were no
transactions on these matters during the year under review:

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

• There has been no change in the nature of business of
the Company.

• There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

• There was no instance of one time settlement with any
Bank or Financial Institution.

• There was no revision in the previous financial statements
of the Company.

41. Cautionary Note

Statement in this report describing the Company''s objectives,
projections, estimates, expectation and prediction may be
"forward looking statements". Actual results could differ
materially from those expressed or implied due to variations
in prices of raw materials and realization of finished goods,
changes in government regulation, tax regimes, economic
developments and other incidental factors.

42. Acknowledgements

The Board of Directors places on record their grateful
appreciation for the assistance and co-operation received
from the shareholders, customers, vendors, bankers, financial
institutions regulatory and Governmental authorities in India
and abroad.

The Board of Directors also recognize and appreciate the
efforts of all the employees that ensured accelerated growth
in a challenging business environment.

For and on behalf of the Board of Directors

Sd/-

Pramodkumar Jain

Place : Mumbai Chairman & Managing Director

Date : August 14, 2023 DIN: 00380458


Mar 31, 2018

TO THE MEMBERS

The Directors present their 79th Annual Report and Audited Accounts for the Financial Year ended 31st March, 2018 -

1. Financial Results

31-03-2018 (Rs. in lacs)

31-03-2017 (Rs. in lacs)

Net Sales

121340.71

130491.45

Gross Profit

3870.76

9294.21

Less : Provisions

Depreciation

8779.94

6792.91

Profit Before Tax/(Loss)

(4909.18)

2501.30

Tax: Current Period

-

485.00

Previous Period

-

15.00

MAT Credit available for set off / Utilized

-

(475.00)

-

25.00

Profit/(Loss) After Current Tax & Tax Adjustments

(4909.18)

2476.30

Deferred Tax

(2889.02)

461.57

Profit after Tax/(Loss)

(2020.16)

2014.73

Add: Balance brought forward

15686.14

13671.41

Profit available for Appropriation

13665.98

15686.14

Appropriations:

General Reserves

-

-

Proposed Dividend

-

-

Dividend Distribution Tax

-

-

Balance carried forward

13665.98

15686.14

2. Dividend:

Due to loss during the year on the operations of the company your directors have not recommended any dividend for the year on the equity shares of the Company.

3. Operations:

The sales for the year are Rs.121340.71 lacs compared to Rs.130491.45 lacs in the previous year. The profit for the year (before depreciation) was Rs.3870.76 lacs against a profit of Rs.9294.21 lacs in the previous year. The loss before tax amounted to ‘ (4909.18) lacs as against profit of Rs.2501.30 lacs in the previous year. The loss after provision of current tax / taxes for the year is ‘ (4909.18) lacs against a profit of Rs.2476.30 lacs for previous year and loss after deferred tax was ‘ (2020.16) lacs against profit of Rs.2014.73 lacs for previous year.

4. Exports:

The Company’s exports were of Rs.15291.84 lacs as compared to Rs.16558.91 lacs in the previous year. This decrease in Export Turnover is on account of lower export sale of Synthetic Rutile.

5. Division wise Performance:

a) PVC Division:

The turnover of the division was Rs.54558.22 lacs as compared to Rs.65917.92 lacs in the previous year, a decrease of 17% the turnover of this division is lower compared to previous year, this is due to lower production during first three quarter of the years because of water scarcity being faced at company’s Shupuram Unit, in Southern Tamilnadu, which has faced draught during first three quarters of the year, this has affected the working of this division. The demand for PVC continues to show positive growth. The Government has identified irrigation, power and infrastructure, as thrust areas and increased activity in these sectors are likely to boost demand of PVC Resin.

b) Caustic Soda Division:

The turnover of the division was Rs.40904.17 lacs as compared to Rs.41807.78 lacs in the previous year, an decrease of 2% in the turnover during the year. This is due to lower production during first three quarter of the years because of water scarcity being faced at company’s Shupuram Unit, in Southern Tamilnadu, which has faced draught during first three quarters of the year, this has affected the working of this division.

c) Soda Ash Division:

The turnover of the division was Rs.20736.67 lacs as compared to Rs.19635.00 lacs, an increase of 6% during the year. The turnover of this division has been mainly due to higher production and sales during the year. The demand for the product of this segment is consistent. Also looking to the demand and supply position in coming years and no major new capacities coming up in near future the working of this division is expected to be stable.

d) Synthetic Iron Oxide Pigment:

The turnover of the division was Rs.2595.82 lacs as compared to Rs.3058.99 lacs in the previous year. The product manufactured in this division has taken quite a long time to stabilize. Also this being specialty chemical the validation process was slow and longer. The company is confident of gradually ramping up the capacity and meet product variants as required by the customers. Also as explained above company’s Sahupuram plant which is located in South Tamilnadu, which has faced severe draught during the year due to which the activities of this division had been affected.

The product of the company has been accepted both in the international as well as domestic market and company is developing wider customer base for this product in both the markets. This product is also helping the company to use waste coming out from its Synthetic Rutile (BI) plant to manufacture value added commercial product.

e) C-PVC Division:

The turnover of the division was Rs.2189.12 lacs. This being the first year of operation of this plant the product being specialty chemical, has a longer approval process. The product has been well accepted by the customers and current year the plant has started working at its capacity. Also as explained above company’s Sahupuram plant which is located in South Tamilnadu where this plant is also located has experienced water crisis situation during the first three quarters of the year.

5.1 There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and the date of this Report.

7. Directors & Key Managerial Personnel

A. Retirement by rotation

In accordance with the provisions of Section 152(6) Mr. Bakul Jain (DIN No.00380256) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his re-appointment

B. Independent Directors

Shri Sodhsal Singh Dev of Dhrangadhra (Din N. 00682550) expired on 17th September, 2017. Shri D. Ganapathy (Din No. 02707898) resigned from the Board by his letter dated 04/05/2018 due to ill health and personal commitments. The Board has put on record the valuable contributions made by the aforesaid Directors during their tenure.

Shri Pradip Madhavji (Din No.00272161) have been appointed as an Additional Director w.e.f 13/11/2017 and he is also an Independent Director. Shri Kirshnamoorthy Krishnan (Din No. 008129657) has been appointed as an Additional Director w.e.f 22/05/2018 and he is also an Independent Director.

The above Additional Directors hold office till the conclusion of the forthcoming Annual General Meeting and the Company has received notices from members of their intentions to propose Shri Pradip Madhavji and Shri Krishnamoorthy Krishnan as Independent Directors for a period of 5(five) years.

The Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) and there has been no change in the circumstances which may affect their status as independent directors during the year.

C. Performance Evaluation -

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Performance evaluation of the Board was carried out during the year under review and a structured questionnaire was prepared covering various aspects of the Board’s functioning such as participation, adequate preparation, contribution to strategy and other areas, quality of decision making, high quality of debate with robust and probing discussions etc. The Nomination and Remuneration Committee evaluated the performance of the Directors. Independent Directors at a separate meeting held by them have evaluated the performance of the non-Independent Directors and also evaluated the performance of the chairman taking into consideration the views of Managing Directors. The Board of Directors have also evaluated the performance of its Committees and each of the Independent Directors.

Mr P.K. Jain, Chairman & Managing Director, Mr Bakul Jain, Mr Mudit Jain, Mr Vivek Jain, Managing Directors and Mr Vimal Jain, Chief Financial Officer and Ms. Jigna Karnick, Company Secretory are Key Managerial Personnel under Section 203 of the Companies Act, 2013.

8. Particulars of employees

8.1 The information required under Section 197 of the Companies Act, 2013 and Rule 5 (2) of Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure ‘A’.

8.2 Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year*

Managing Directors

Ratio to median remuneration

Shri P.K. Jain

4.03

Shri Bakul Jain

4.03

Shri Mudit Jain

4.03

Shri Vivek Jain

4.03

* Managing Directors, to strengthen the finances of the Company, as a gesture of goodwill, waived their salary for the period 1/6/2017 to 31/3/2018. Therefore the remuneration paid to them for the months of April and May, 2017 have been considered for the ratio mentioned above.

* Non Executive and Independent Directors have not been included as they were not paid any commission and the sitting fees paid to them have not been considered as remuneration.

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial Year.

There was no increase in the Remuneration of Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary in the Financial Year.

c. The percentage increase in the median remuneration of employees in the financial year : 40.90%

d. The number of permanent employees on the rolls of Company : 1790

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in remuneration is 40.90% for employees other than Managerial Personnel and there was no increase in the Managerial remuneration.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that the remuneration is as per the remuneration policy of the Company.

7. Statutory Auditors

M/s. Chhajed & Doshi, Chartered Accountants (Firm Registration No. 101794W) have been appointed by the shareholders in their Annual General Meeting held on 28/09/2017 as the statutory auditors of the company for a period of 5(five) years i.e. to hold till the conclusion of the 83rd Annual General Meeting.

8. Cost Auditor And Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules 2014 the Board of Directors on the recommendation of the Audit Committee appointed M/s. N.D. Birla & Co., Ahmadabad and M/s. R. Nanabhoy & Co., Mumbai for conducting cost audit of the company’s Soda Ash and Caustic Soda divisions respectively for the financial year 2017-18. They have conducted Cost Audit for the financial year 2017-18 of the respective divisions and will be filing Cost Audit Report with the Central Govt. The remuneration payable to Cost Auditors is required to be determined by the Shareholders at the Annual General Meeting. They have also been appointed to do the cost audit of the said respective divisions for the year 2018-19:

9. Secretarial Auditor and Secretarial Audit Report.

M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for financial year 2017-18 as required under section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for financial year 2017-18 forms part of the annual report as “Annexure B” to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

10. Conservation of Energy, Technology and Foreign Exchange.

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed here to marked “Annexure C” and forms part of this report.

11. Public Deposits

The Company has not accepted renewed any amount falling within the purview of provisions of Section 73 of the Companies Act. 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

12. Committees of the Board.

The Board has constituted the following mandatory committees viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Internal Compliance Committee. The terms of reference of these committees are as required under the provisions of the respective Acts /SEBI (Listing obligations and Disclosure Requirements) 2015 and as determined by the Board. Meeting of each of these committees are convened by the respective Chairman of the Committees and minutes of the meetings of these committees are placed at the Board Meetings. The details of these committees are stated in this Report / Annexures to this Report.

13.1 Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of Shri P. K. Jain, Chairman of the Board . The other members of the Committee are Shri Krishnamoorthy Krishnan, an Independent Director and Mr. Bakul Jain, Managing Director. A detailed CSR Policy has also been framed which is placed on the company’s website. Other details for the CSR activities as required under Section 135 of the Companies Act 2013 are given in the CSR Report at “Annexure D”.

13.2 Internal Compliance Committee.

In terms of the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013., the Company has formed Internal Compliance Committees at its Head Office at Mumbai, and its Works at Sahupuram, Tamilnadu and Dhrangadhra, Gujarat. The Board also has approved a policy for prevention of Sexual Harassment at Work place. There were no Complaints filed till date under the said policy.

13.3 Audit Committee.

Audit Committee comprises 3 Independent Directors and Ms. Sujata Rangnekar is the Chairperson of the Committee and other members of the Committee are Shri Pradip Madhavji and Shri Krishnamoorthy Krishnan and they possess sound knowledge on accounts, audit, finance, taxation, Internal Control etc. The details of the composition of the Audit Committee are given in the Corporate Governance Report .

The Company Secretary of the Company acts as Secretary of the Committee.

During the year there are no instances where the Board had not accepted the recommendation of Audit Committee.

13.4 Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulation 2015.

The details of the Composition of the Nomination & Remuneration Committee are given in the Corporate Governance Report.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualification, positive attributes, and independence of a Director.

14. Extract of the Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as Annexure “E”.

15. Details in respect of adequacy of internal financial controls with reference to the financial statements.

A strong internal control culture is pervasive in the company. The Company has implemented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The internal audit department continuously monitors efficiency of internal controls with objective of providing to the audit committee and the board of directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management, controls and governance processes.

Your Company operates in SAP, ERP environment and has its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

16. Related Party Transactions:

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the audit committee on a quarterly basis specifying the nature value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded at the Company’s website.

The details of transaction with Related Party are provided in the accompanying financial statements.

Shri Ashish Jain, Sr. President, Shri Saatvik Jain, Smt. Paulomi Jain and Smt. Malti Bhindi, Presidents who are related to Managing Directors of the Company and hence related parties under Section 2(76)(i) of the Companies Act, 2013 are being re-appointed for a further period of 5 years from the expiry of their present tenure and resolutions for their re-appointment will be included in the notice convening the forth coming Annual General Meeting. They were earlier appointed in the above positions by the shareholders at their 75th Annual General Meeting held on August 13, 2014 and has been discharging their duties since then. Considering the contributions made by them during their present tenure, it is in the interest of the Company that they be re-appointed in the said positions and therefore the Board has recommended their re-appointment.

17. Particulars of loans, guarantees and investments.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

18. Corporate Governance Report

The report on Corporate Governance is annexed to this report as Annexure “F”.

19. Directors’ Responsibility Statement

In terms of section 134 (3) (c ) of the Companies Act, 2013, your Directors have:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Significant/Material Orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

21. Insurance

All the properties of the Company are adequately insured.

22. Industrial Relations:

The relations between the employees and the management were cordial and an atmosphere of understanding prevailed throughout the year.

23. Acknowledgements

The Board places on record their grateful appreciation for the assistance and co-operation received from the Financial Institutions and the Banks.

For and on behalf of the Board of Directors

P.K. Jain

Chairman & Managing Director

Place: Mumbai

Date: 29th May, 2018


Mar 31, 2015

TO THE MEMBERS

The Directors present their 76th Annual Report and Audited Accounts for the Financial Year ended 31st March, 2015 -

1. Financial Results 31-03-2015 31-3-2014 (Rs. in lacs) (Rs. in lacs)

Net Sales 125446.82 132555.21

Gross Profit 4723.64 10321.29

Less : Provisions

Depreciation 5200.17 5101.92

Profit Before Tax/(Loss) (476.54) 5219.37

Tax: Current Period - 1107.81

Previous Period 26.09 (86.63)

MAT Credit available for set off / Utilized 211.73 (84.59)

(237.82) 936.59

Profit/(Loss)After Current Tax & Tax Adjustments (714.36) 4282.78

Deferred Tax (122.19) 494.84

Profit after Tax/(Loss) (592.17) 3787.94

Add: Balance brought forward 8301.36 7897.02

Profit available for Appropriation 7709.19 11684.96

Appropriations:

General Reserves - 2500.00

Proposed Dividend - 755.25

Dividend Distribution Tax - 128.35

Balance carried forward 7709.18 8301.36

2. Dividend:

Due to loss incurred on the operations of the company during the year your directors have not recommended any dividend for the year on the equity shares of the Company.

3. Operations:

The sales for the year are Rs.1254.46 crores compared to Rs.1325.55 crores in the previous year. The profit for the year (before depreciation) was Rs.47.24 crores against a profit of Rs.103.21 crores in the previous year. The loss before tax amounted to Rs.4.77 crores as against profit of Rs.52.19 crores in the previous year. The loss after provision of current tax / taxes for previous years is Rs. 7.14 crores against a profit of Rs.42.83 crores of last year and loss after deferred tax was Rs. 5.92 crores against profit of Rs.37.88 crores of last year.

Major factors like lower realization on export of Synthetic Rutile, slump in prices of PVC in the third quarter of the year and heavy rains during third quarter of the year affecting the production of company's products at its Sahupuram unit, have resulted in loss on the operations of the Company.

4. Exports:

The Company's exports were of Rs. 158.30 crores as compared to Rs. 224.59 crores in the previous year. This fall in Export Turnover is mainly on account of lower realization on Synthetic Rutile, coupled with lower sales during the year.

ULUI

5. Division wise Performance: ——

a) PVC Division:

The turnover of the division was Rs. 596.56 crores as compared to Rs. 600.23 crores in the previous year. The demand for PVC continues to show positive growth. The Government has identified irrigation, power and infrastructure, as thrust areas and increased activity in these sectors are likely to boost demand of PVC Resin.

b) Caustic Soda Division:

The turnover of the division was Rs. 450.18 crores as compared to Rs.534.14 crores in the previous year, a fall of 15.71%. The fall in turnover of the division is mainly on account of lower realization on Synthetic Rutile. Heavy rains during third quarter of the year have also adversely affected the operations of this division at company's Sahupuram unit.

c) Soda Ash Division:

The turnover of the division was Rs.192.84 crores as compared to Rs.177.25 crores in the previous year, an increase of 8.8%. The increase in turnover in the division was on account of increase in realization on the products coupled with higher quantity of sale.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2014-15 and the date of this Report.

6. Projects Implemented And Under Implementation

6.1 Projects Implemented

6.1.1. SYNTHETIC IRON OXIDE PIGMENT CUM CALCIUM CHLORIDE PROJECT AT SAHUPURAM,

TAMILNADU.

The work on Synthetic Iron Oxide Pigment (SIOP) project was completed and the plant has commenced commercial production in the month of May, 2015.

Besides employing DCW's in-house technology in the manufacture of Yellow Iron Oxide Pigments, the technology provided by Rockwood Italia (Group Company of Rockwood Pigments' USA) has been used for manufacture of Red Iron Oxide Pigments.

6.1.2. Producer Gas Plant

The company has set-up Producer Gas Plant at its Sahupuram unit to produce gas from coal. This will help the company to replace high cost Furnace Oil, resulting in lower cost of heating in various manufacturing units of the company at its Sahupuram works.

6.1.3. Reverse Osmosis Plant (RO) :-

To meet ever increasing water requirement of Company's Sahupuram unit and to guard against water scarcity in case of scanty rains, the company has established a Reverse Osmosis (R.O) plant to recycle hard / used water back into the process. This project has been commissioned and will help the company to meet water requirement of its Sahupuram unit.

6.2. Projects Under Implementation

6.2.1 Chlorinated Poly Vinyl Chloride (C-PVC) Project.

The Company has signed Technology License agreement with Arkema of France for putting up Chlorinated Poly Vinyl Chloride (C-PVC) Plant at its Sahupuram Facility in Tamilnadu. The UHDE India, has been appointed to do detailed engineering for the project. The work on this project has started and the project is expected to go on stream in 2015-16 .

6.2.2 Calcium Chloride plant at Dhrangadhra

The Calcium Chloride project is being modified to produce edible salt.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

7.1 PVC Division:

The Company, one of the country's five producers of PVC resin, has maintained its market share of nearly 7%. Anti-dumping duty imposed on PVC resin imports from China, USA, Mexico, European Union, Indonesia will protect the domestic industry against dumping of PVC resin from these countries. Automation being implemented in this unit will help the Company in reducing cost and increasing production of this division.

7.2 Caustic Soda Division:

The Company continues to be a major player in South India with a market share of approximately 20%. The demand for caustic soda is expected to grow at a steady rate, specially with increased demand from alumina manufacturers. The Company has captive use of HCL & Chlorine which helps to maintain Caustic Production at full level.

7.3 Soda Ash Division:

The Soda Ash Industry continues to grow at a compounded rate of 4% - 5% per annum and this trend is expected to continue. Antidumping duty imposed on import of Soda Ash from countries of Iran, Pakistan, China, Ukraine, Kenya, European Union and the US by Govt. of India will protect the industry against dumping of Soda Ash from these countries.

8 OUTLOOK :

The Company has diversified operations with three business segments viz. PVC, Chloro Alkali and Soda Ash. It is thus reasonably protected from the vagaries of individual business cycles of these products. By the commencement of commercial production at company's new Synthetic Iron Oxide Pigment plant, company is entering into specialty chemical segment and this will give more stability to the bottom line of the company.

9. Cautionary Note:

Statement in this report describing the company's objectives, projections, estimates, expectation and prediction may be "forward looking statements". Actual results could differ materially from those expressed or implied due to variations in prices of raw materials and realization of finished goods, changes in government regulation, tax regimes, economic developments and other incidental factors

10. Directors & Key Managerial Personnel

A. Retirement by rotation

In accordance with the provisions of Section 152 (6) Mr. Mudit Jain (DIN No.00647298) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his re-appointment

B. Appointment of Independent Directors

With coming into force of the Companies Act, 2013 all the existing Independent Directors viz., Shri Sodhsal Singh Dev of Dhrangadhra (DIN No.00682550), Smt. Sujata Rangenekar (DIN No.06425371), Shri D. Ganapathy (DIN No.02707898) and Shri Salil Kapoor (DIN No.02256540) were appointed as Independent Directors by the members of the Company at the Annual General Meeting held on 13th August, 2014 under Section 149 and other applicable provisions of the Companies Act, 2013 for a term of 5 consecutive years upto the conclusion of the 80th Annual General Meeting in the calendar year 2019.

The Independent Directors have submitted the declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub- section (6) and there has been no change in the circumstances which may affect their status as independent director during the year.

C) Performance Evaluation -

In compliance with the Companies Act, 2013 and clause 49 of the Listing Agreement, the Performance evaluation of the Board was carried out during the year under review and a structured questionnaire was prepared covering various aspects of the Board's functioning such as participation, adequate preparation, contribution to strategy and other areas, quality of decision making, high quality of debate with robust and probing discussions etc. The Nomination and Remuneration Committee evaluated the performance of the Directors. Independent Directors at a separate meeting held by them have evaluated the performance of the non-Independent Directors and the Board as a whole and also evaluated the performance of the chairman taking into consideration the views of Managing Directors. The performance evalution of the Independant Diectors was carried out by the entire Board excluding the Director being evaluated.

Mr P.K. Jain, Chairman & Managing Director, Mr Bakul Jain, Mr Mudit Jain, Mr Vivek Jain, Managing Directors and Mr Vimal Jain, Chief Financial Officer and Ms. Jigna Karnick, Company Secretory are Key Managerial Personnel under Section 203 of the Companies Act, 2013. Ms Chital Shah, Company Secretary has resigned w.e.f. 15th April, 2014 and Ms. Jigna Karnick has been appointed as Company Secretary with effect from the said date.

11. Particulars of employees

11.1 The information required under Section 197 of the Companies Act, 2013 and Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure 'A'.

11.2 The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

Managing Directors Ratio to median remuneration

Shri P.K. Jain 36:1

Shri Bakul Jain 36:1

Shri Mudit Jain 36:1

Shri Vivek Jain 36:1

For this purpose, sitting fees paid to the Directors have not been considered as remuneration

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year.

Directors, Chief Executive Officer, Chief Financial % increase in remuneration Officer and Company Secretary in the financial Year

Shri P.K. Jain - Chairman & Managing Director 7.17

Shri Bakul Jain - Managing Director 7.17

Shri Mudit Jain - Managing Director 7.15

Shri Vivek Jain - Managing Director 113.76

Shri Vimal Jain - Chief Financial Officer 12.51

Ms. Jigna Karnick - Company Secretary Appointed on 15/4/2014.

during the financial year 2013-14 Mr Vivek Jain was Sr. President of the Company for 11 months and has been appointed as Managing Director effective from 1/3/2014. As Mr. Vivek Jain is paid remuneration as Managing Director, there was substantial increase in his remuneration as compared to the remuneration paid to him as Sr. President of the Company during the year 2013-14.

c. The percentage increase in the median remuneration of employees in the financial year : 7%

d. The number of permanent employees on the rolls of the Company : 1839

e. The explanation on the relationship between average increase in remuneration and Company performance:

There is no direct relationship between average increase in remuneration of employees and Company performance.

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Aggregate remuneration of key managerial 534.56 personnel (KMP) (Rs. in lakhs)

Revenue (Rs. in lakhs) 125081.36

Remuneration of KMPs (as % of revenue) 0.43

Profit before Tax (PBT) (Rs. in lakhs) (-) 476.53

Remuneration of KMP (as % of PBT) -

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalisation (Rs.in crores) 358.67 248.60 44%

Price Earnings Ratio - 6.55 -

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer

Market price as on 31st March, 2015 Rs. 16.80

Price at which the Rights Issue was made in 1988 Rs. 25.00 % increase of Market price over the price at which

the above Rights issue was made. 1008%

Adjustments made for (i) Bonus shares issued @1:1 in1988 & (ii) Bonus shares issued @ 3:5 in1991 & (iii) sub-division of shares from Rs. 10 to Rs. 2 in the year 2000.

I. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in remuneration is 7% for employees other than Managerial Personnel and the increase in the Managerial remuneration was also to the same extent except of Mr. Vivek Jain, Managing Director. Mr. Vivek Jain was appointed as Managing Director with effect from 1/3/2014 prior to which he was Sr. President of the Company. As Mr. Vivek Jain is paid remuneration as Managing Director, there was substantial increase in his remuneration compared to the remuneration paid to him as Sr. President of the Company during the year 2013-14.

j.Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Name Designation Remuneration % of increase in (Rs. in lakhs) Remuneration

Mr. P.K. Jain Chairman & 133.63 7.17 Managing Director

Mr.Bakul Jain Managing Director 133.63 7.17

Mr.Mudit Jain Managing Director 133.63 7.15

Mr.Vivek Jain Managing Director 133.63 113.78

Mr. Vimal Jain Chief Financial 51.05 12.51 Officer

Ms. Jigna Company Secretary 9.74 Appointed Karnick on 15/4/2014.

Name PAT % increase in (Rs. in lakhs) PAT

Mr. P.K. Jain (592.17) -

Mr.Bakul Jain (592.17) -

Mr.Mudit Jain (592.17) -

Mr.Vivek Jain (592.17) -

Mr. Vimal Jain (592.17) -

Ms. Jigna (592.17) - Karnick

k. The key parameters for any variable component of remuneration availed by the Directors:

Each of the Managing Director are entitled for commission @ 25% of the difference between 10% of the net profits as computed under Section 198 of the Companies Act, 2013, in a financial year and the aggregate of the salary and perquisites and benefits paid to all the Managing Directors in that year subject to the overall ceilings stipulated in Sections 197 of the Companies Act, 2013.

Each of the Non Executive Directors are entitled for commission aggregating not more than 1% of the net profits of the Company in a financial year subject to a maximum of Rs.3,00,000/- per Director as approved by the members of the Company at the Extra-Ordinary General Meeting held on December 19, 2013 besides the sitting fees for meetings of the Board and its committees attended by them.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. :

There are no employees of the Company who receive remuneration in excess of the highest paid Director of the Company.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirm that remuneration is as per the remuneration policy of the Company.

12. Statutory Auditors

M/s. V. Sankar Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company will hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per Section 139 of the Companies Act, 2013.

M/s. V. Sankar Aiyar & Co. have expressed their willingness to get re-appointed as the Statutory Auditors of the company and has furnished a certificate of their eligibility and consent under Section 141 of the Companies Act, 2013 and the Rules framed there under. In terms of the Listing Agreement, the Auditors have confirmed vide their letter dated 22nd January, 2015, that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The members are requested to appoint M/s. V. Sankar Aiyar & Co., Chartered Accountants as Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2016 on the terms and conditions as will be stated in the notice convening the forthcoming Annual General Meeting.

The Auditors' Report to the Shareholders for the year under review does not contain any qualification.

The Report given by the Statutory Auditors for the financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

13. Cost Auditor And Cost Audit Report

Pursuant to Section 148 of the Companies Act, 2013 the Board of Directors on the recommendation of the Audit Committee appointed M/s. N.D. Birla & Co., Ahmadabad and M/s. R. Nanabhoy & Co., Mumbai for conducting cost audit of the company's Soda Ash and Caustic Soda divisions respectively for the financial year 2013-14. Their appointments were approved by Ministry of Corporate Affairs. They have conducted Cost Audit for the financial year 2013-14 of the respective divisions and have filed cost audit report with the Central Goverment. They have also been appointed to do the cost audit of the said respective divisions for the year 2015-16

14. Secretarial Auditor and Secretarial Audit Report.

M/s. S. K. Jain & Co., (Proprietor Dr. S. K. Jain) Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for financial year 2014-15 as required under section 204 of the Companies Act, 2013 and the Rules thereunder. The Secretarial Audit report for financial year 2014-15 forms part of the annual report as "Annexure B" to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

15. Conservation of Energy, Technology and Foreign Exchange.

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed here to and marked as "Annexure C" and forms part of this report.

16. Share Capital

During the year your company has allotted 37,03,704 equity shares of Rs.2 each at a premium of Rs.25 per share on 12/9/2014 to promoters group on preferential basis. Consequently the equity share capital has increased from Rs.41,95,81,906/- divided into 20,97,90,953 equity shares of Rs.2 each to Rs.42,69,89,314/- divided into 21,34,94,657 equity shares of Rs. 2 each.

17. Extract of the Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure D".

18. Public Deposits

The Company has not accepted renewed any amount falling within the purview of provisions of Section 73 of the Companies Act. 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

19. Internal Control Systems and their adequacy

The Company has adequate internal control procedure commensurate with the nature of its business and size of its operations. Internal Audit is conducted on a regular basis by a reputed firm of Chartered Accountants.

The reports of the internal audit along with comments from the management are placed for review before audit committee.

20. Committees of the Board.

The Board has constituted the following mandatory committees viz., Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Internal Compliance Committee. The terms of reference of these committees are as required under the provisions of the respective Acts / Listing Agreement with Stock Exchanges / as determined by the Board. Meeting of each of these committees are convened by the respective Chairman of the Committees and minutes of the meetings of these committees are placed at the Board Meetings. The details of these committees are stated in this Report / Annexures to this Report.

20.1 Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act, 2013 and the relevant Rules, the Board has constituted the Corporate Social Responsibility (CSR) Committee under the Chairmanship of the Board Chairman, Mr. P.K. Jain. The other members of the Committee are Mr. Bakul Jain, Managing Director and Mr. Sodhsal Singh Dev of Dhrangadhra, Independent Director. A detailed CSR Policy has also been framed which is placed on the company's website. Other details for the CSR activities as required under Section 135 of the Companies Act, 2013 are given in the CSR Report at "Annexure E".

20.2 Internal Compliance Committee.

In terms of the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013., the Company has formed Internal Compliance Committees at its Head Office at Mumbai, and its Works at Sahupuram, Tamilnadu and Dhrangadhra, Gujarat. The Board also has approved a policy for prevention of Sexual Harassment at Work place. There were no Complaints filed till date under the said policy.

20.3 Risk Management Committee

As required under Clause 49 of the Listing Agreement, the Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Risk Management Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

20.4 Audit Committee.

The Board has well-qualified Audit Committee comprising only. Independent Directors. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendation of Audit Committee.

20.5 Nomination & Remuneration Committee & Policy

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement. The details of the Composition of the Nomination & Remuneration Committee are given in the Corporate Governance Report.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualification, positive attributes, and independence of a Director.

21. Details in respect of adequacy of internal financial controls with reference to the financial statements.

A strong internal control culture is pervasive in the company. The Company has implemented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. The internal audit department continuously monitors efficiency of internal controls with objective of providing to the audit committee and the board of directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organizations risk management, controls and governance processes.

Your Company operates in SAP, ERP environment and has its accounting records stored in an electronic form and backed up periodically. The ERP system is configured to ensure that all transactions are integrated seamlessly with the underlying books of account. Your Company has automated processes to ensure accurate and timely updation of various master data in the underlying ERP system.

22. Related Party Transactions:

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the audit committee on a quarterly basis specifying the nature value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded at the Company's website.

The details of transactions with Related Parties are provided in the accompanying financial statements.

23. Particulars of loans, guarantees and investments.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

24. Vigil Mechanism / Whistle Blower Policy

In terms of the provisions of Section 177 (9) & (10) of the Companies Act, 2013 company has established a Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior or suspected fraud or violation of the Company's Code of Conduct by Directors / employees. The Audit Committee oversees the Vigil Mechanism. Vigil Mechanism has been disclosed by the Company on its website.

25. Corporate Governance Certificate

The report on Corporate Governance is annexed to this report as "Annexure F".

26. Directors' Responsibility Statement

In terms of section 134 (3) (c ) of the Companies Act, 2013, your Directors have:

(a) in the preparation of the annual accounts for the Financial Year ended March 31, 2015 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

(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.

27. Significant/Material Orders passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

28. Insurance

All the properties of the Company are adequately insured.

29. Industrial Relations:

The relations between the employees and the management were cordial and an atmosphere of understanding prevailed throughout the year.

30. Acknowledgements

The Board places on record their grateful appreciation for the assistance and co-operation received from the Financial Institutions and the Banks.

For and on behalf of the Board of Directors

P.K. Jain Chairman & Managing Director Place: Mumbai Date: 23rd May, 2015


Mar 31, 2014

TO THE MEMBERS

The Directors present their 75th Annual Report and Audited Accounts for the Financial Year ended 31st March, 2014 -

1. Financial Results

31-3-2014 31-3-2013 (Rs. in lacs) (Rs. in lacs)

Net Sales 132555.21 132779.96

Gross Profit 10321.29 21331.90

Less: Provisions

Depreciation 5101.92 5290.88

Profit Before Tax 5219.37 16041.02

Tax: Current Period 1107.81 3255.00

Previous Period (86.63) 12.67

MAT Credit (84.59) 371.00 available for set off / Utilized 936.59 3638.67

Profit After Current 4282.78 12402.35 Tax & Tax Adjust- ments

Deferred Tax 494.84 1913.50

Profit after Tax 3787.94 10488.85

Add: Balance 7897.02 2291.81 brought forward

Profit available for 11684.96 12780.66

Appropriation

Appropriations:

General Reserves 2500.00 4000.00

Proposed Dividend 755.25 755.25

Dividend 128.35 128.39

Distribution Tax

Balance carried for- 8301.36 7897.02 ward

2. Dividend:

Your Directors recommend payment of Dividend at Re.0.36 per equity share of Rs. 2 each.

3. Operations:

The sales for the year are Rs.1325.55 crores compared to Rs.1327.80 crores in the previous year. The Gross Profit for the year (before depreciation) is Rs.103.21 crores against Rs.213.32 crores in previous year. The profit before tax amounted to Rs.52.19 crores as against Rs.160.41 crores in the previous year. The profit after provision of current tax is Rs.42.83 crores against Rs.124.02 crores, of last year and profit after deferred tax is Rs.37.88 crores against Rs.104.89 crores of last year, Deferred Tax is only a provision as per accounting guidelines and not an outflow.

Lower realization on export of Synthetic Rutile has largely affected decline in profits

4. Exports:

The Company''s exports are Rs. 223.36 crores as compared to Rs. 417.61crores in the previous year. This reduction in Export Turnover is on account of decrease in realization on Synthetic Rutile.

5. Divisionwise Performance:

a) PVC Division:

The turnover of the division is Rs.533.04 crores as compared to Rs.431.29 crores in the previous year,an increase in turnover by 24%. The increase in turnover is on account of better realization on PVC. The demand for PVC continues to show positive growth. The Government has identified irrigation, power and infrastructure, as thrust areas and increased activity in these sectors are likely to boost demand of PVC Resin.

b) Caustic Soda Division:

The turnover of the division is Rs. 533.04 crores as compared to Rs.697.80 crores in the previous year, a decrease of 24%. The reduction in turnover of the division is mainly on account of decrease in realization on Synthethic Rutile.

c) Soda Ash Division:

The turnover of the division is Rs.177.66 crores as compared to Rs.183.55 crores in the previous year. The decrease in turnover in the division is due to reduction in quantity of the product sold manufactured by the devision.

6. PROJECTS IMPLEMENTED AND

UNDER IMPLEMENTATION 6.1 Projects Under Implementation

6.1.1. SYNTHETIC IRON OXIDE PIGMENT AND CALCIUM CHLORIDE PROJECT :-

The work on Synthetic Iron Oxide Pigment (SIOP) project is in advanced stage of completion. Trial runs for Synthetic Iron Oxide Pigment have started and the plant will stabilize soon. Technical and Engineering Services for the plant has been provided by UHDE India Ltd. The facility will enable the company to produce a commercially viable product utilise its waste. Calcium Chloride and Pure Water will be recovered from the effluent of Synthetic Iron Oxide Pigment Plant. Both Synthetic Iron Oxide Pigment and Calcium Chloride facility have been given 100% EOU status. Besides employing DCW''s in- house developed technology, the company has made an agreement with Rockwood Italia (Group Company of Rockwood Pigments'' USA) for manufacture of red iron oxide pigment.

An off take agreement has been signed with Rockwood Italia for purchase of 50% iron oxide pigment Balance 50% of the product can be sold at company''s option.

6.1.2. PVC Automation-Cum- Balancing Equipment Program

Under PVC Automation-Cum- Balancing Equipment program the company has commissioned VCM Stripping tower and Fluidised Bed Dryer (FBD) at its PVC unit in Sahupuram, Tamilnadu. This will help the company in reducing the cost of the product and increase in PVC production.

6.1.3. Chlorinated Poly Vinyl Chloride (C-PVC)

The Company has signed

Technology License agreement with Arkema of France for putting up Chlorinated Poly Vinyl Chloride (C-PVC) Plant at its Sahupuram Facility, in Tamilnadu. The UHDE India, has been appointed to do detailed engineering for the project. The work on this project has started and mechanical erection of the plant is estimated to be completed by fourth quarter of 2014-15.

6.1.4. Producer Gas Plant :-

The company has established Producer Gas Plant at its Sahupuram unit, in Tamilnadu, to produce gas from coal the trail runs of the same have started. This will help the company to replace high cost Furnace Oil, resulting in lower cost of heating in various manufacturing units of the company at its Sahupuram works.

6.1.5. Reverse Osmosis Plant (RO) :-

To meet ever increasing water requirement of company''s Shupuram unit, in Tamilnadu, and to guard against water scarcity in case of scanty rains, the company has established a Reverse Osmosis (R.O), plant to recycle hard / used water back into the process. This project has been commissioned and will help the company meet water requirement of its Sahupuram unit.

6.1.6. CALCIUM CHLORIDE PLANT, DHARAGHANDRA

The Calcium Chloride project is having technical problem. It may not be possible to produce calcium chloride in the plant and the equipments erected for this plant are being used in the soda ash plant.

7. Corporate Governance

The report on Corporate Governance is annexed to this report.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is set out in the Annexure forming part of this Report.

9. Particulars of Employees:

Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is set out in the Annexure forming part of this Report.

10. Environment and Safety Measures

The Company is committed to Industrial Safety and Environment Protection and these are on going processes at the Company''s various plants. The Sahupuram Unit has been granted ISO 14001 Certificate for complying with environment protection and safety.

11. Directors:

Shri. Bakul Jain, Director, retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer himselves for reappoint-ment.

Shir. Vivek Jain was appointed as an Additional Director and will hold office upto the date of forth coming Annual General Meeting. The company has received notice from Director signifying his intention to propose his appointment as Director retiring by rotation. Shri. Salil Kapoor was appointed as an Additional Director and will hold office upto the date of forth coming Annual General Meeting The Company has recveived notice from a member signifying his intension to proposr Shri. Salil kapoor as an Independent Director of period of five consecutive years. Resolutions have been incorporated in the notice of the forth comming Annual General Meeting for appointment of Shri. Vivek Jain as a Director retiring by rotation and Shri. Salil Kapoor, as an Independent Director for a period of 5 consecutive years In terms of Section 149 of the Companies Act, 2013, the present Directors Shri. Sodshal Singh Dev of Dhrangadhra, Ms.Sujata Rangenekar and Shir. D.Ganapathy are proposed to be appointed as Independent Directors for a Consequetive period of 5 years at the forthcoming Annual General Meeting and resolutions for the said purpose are incorporated in the notice of the said Annual General Meeting. During the year Dr.S.C.Jain, Managing Director since 44 years and also the Chairman of the Board since 30 years, has resigned as Managing Director and Director on 28th February, 2014. During his long tenure he made immense contributions for the growth of the Company and spearheaded many projects which are today the backbone of the Company. The Board places on record its appreciation for the outstanding contributions made by him over several decades and unanimously appointed him as Chairman Emeritus of the Company and also a permanent invitee for all Board Meetings. Also Shri.Berjis Desai, Shri. F.H.Tapia, Shri.S.K.Jalan and Shri. R.V.Ruia, have resigned from the Board during the year. The Board places on record its appreciation for the valuable services rendered by them during their tenure.

12. Auditors and Auditors'' Report:

M/s V. Sankar Aiyar & Co., Chartered Accountants - Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for reappointment.

13. Cost Audit:

In accordance with the directions received from the Department of Company Affairs, the company has appointed M/s. N.D.Birla & Company, Ahmedabad and M/s.R.Nanabhoy & Company, Mumbai for conducting the Cost Audit of the Company''s Soda Ash and Caustic Soda Divisions respectively for the financial year 2012-13. Their appointments were approved by the Ministry of Corporate Affairs. They have conducted the cost audit for the financial year 2012-13 of respective divisions and have filed the cost audit report with the central government.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT OUTLOOK :

The Company has diversified operations with three business segments viz. PVC, Chloro Alkali and Soda Ash. It is thus reasonably protected from the vagaries of individual business cycles of these products.

PVC Division:

The Company, one of the country''s five producers of PVC resin, has maintained its market share of nearly 7%. Proposed implementation of Anti-dumping duty on PVC resin imports from China, USA, Mexico, European Union, Indonesia will protect the domestic industry against dumping of PVC resin from these countries. Also automation programme in this unit will help the company in reducing cost and increasing production on this division.

Caustic Soda Division:

The Company continues to be a major player in South India with a market share of approximately 20%. The demand for caustic soda is expected to grow at a steady rate, specially with increased demand from alumina manufacturers. The company has captive use of HCL & Chlorine which helps to maintain Caustic Production at full level.

Soda Ash Division:

The Soda Ash Industry continues to grow at a compounded rate of 4% - 5% per annum and this trend is expected to continue. Antidumping duty imposed on import of Soda Ash from countries like Iran, Pakistan, China, Ukraine, Kenya, European Union and the

US by Govt., of India, will protect the industry against dumping of Soda Ash from these countries.

15. Internal Control Systems:

The Company has an adequate internal control procedure commensurate with the nature of its business and size of its operations. Internal Audit is conducted on a regular basis by a reputed firm of Chartered Accountants. The reports of the internal audit along with comments from the management are placed for review before audit committee.

16. Human Resources:

The Company has been following procedure for recruitment of best personnel for all the departments and is making continuous efforts to retain and groom them to meet its present and future requirements. The Company sponsors employees for various seminars on finance, operations, marketing and human resource development to update their skills and develop close co- ordination with their counterparts in industries. This is basically done to enhance their skills in order to achieve an optimum output from them.

17. Cautionary Note:

Statement in this report describing the company''s objectives, projections, estimates, expectations and predictions may be "forward looking statements". Actual results could differ materially from those expressed or implied due to variation in prices of raw materials, demand and realization of finished goods, changes in Government regulations, tax regimes, economic developments and other incidental factors.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors have:

a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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 your Company at the end of financial year and of the profit of your Company for that period;

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) Prepared the Annual Accounts on a going concern basis.

19. Insurance

All the properties of the Company are adequately insured.

20. Industrial Relations:

The relations between the employees and the management were cordial and an atmosphere of understanding prevailed throughout the year.

21. Acknowledgement:

The Board places on record their grateful appreciation for the assistance and co-operation received from the Financial Institutions and the Banks.

On behalf of the Board of Directors

Pramod Kumar Jain

Chairman and Managing Director Mumbai, 19th May''2014


Mar 31, 2013

TO THE MEMBERS

The Directors present their 74th Annual Report and Audited Accounts for the Financial Year ended 31st March, 2013

1. Financial Results

31-322013 31-3-2012 (Rs. in lacs) (Rs. in lacs)

Gross Sales 143730.66 128064.48

Gross Profit 21331.90 9663.18

Less : Provisions

Depreciation 5290.88 5097.29

Profit Before Tax 16041.02 4565.88

Tax: Current Period 3255.00 900.00

Previous Period 12.67

MAT Credit available for set off / Utilized 371.00 (900.00)

3638.67

Profit After 12402.35 4565.88

Current Tax & Tax Adjustments

Deferred Tax 1913.50 1499.00

Profit after Tax 10488.85 3066.88

Add: Balance 2291.81 2074.70 brought forward

Profit available for 12780.66 5141.58

Appropriation Appropriations:

General Reserves 4000.00 2000.00

Proposed Dividend 755.25 731.16

Dividend 128.39 118.61

Distribution Tax

Balance carried 7897.02 2291.81 forward

2. Dividend:

Your Directors recommend payment of Dividend at Re.0.36 per equity share of Rs. 2 each.

3. Operations:

The sales for the year are Rs.1437.31 crores during the year compared to Rs. 1280.64 crores in the previous year, registering an increase of 12%. The Gross Profit for the year (before depreciation) is Rs. 213.31 crores against Rs. 96.63 crores in previous year. The profit before tax amounted to Rs.160.41 crores as against Rs. 45.66 crores in the previous year. The profit after provision of current tax is Rs. 124.02 crores against Rs. 45.66 crores, of last year and profit after deferred tax is Rs.104.89 crores against Rs.30.67 crores of last year, Deferred Tax is only a provision as per accounting guidelines and not an outflow. Better realization on export of

Synthetic Rutile has largely helped in increase of profits

4. Exports:

The Company''s exports are Rs.419.50 crores as compared to Rs. 255.82 crores in the previous year. On account of better realisation on Synthetic Rutile value of exports has gone up.

5. Divisionwise Performance:

a) PVC Division:

The turnover of the division is Rs.486.28 crores as compared to Rs. 524.15 crores in the previous year. The demand for PVC continues to show positive growth. The Government has identified irrigation, power and infrastructure, as thrust areas and increased activity in these sectors are likely to boost demand of PVC Resin.

b) Caustic Soda Division:

The turnover of the division is Rs. 725.34 crores as compared to Rs. 552.30 crores in the previous year, an increase of 31%. The turnover of the division has gone due to better relisation.

c) Soda Ash Division:

The turnover of the division is Rs.208.12 crores as compared to Rs. 194.79 crores in the previous year registering an increase of 7%. The increase in turnover is due to better realization and increase in sale of both Soda Ash and Soda bicarbonate.

6. PROJECTS UNDER

IMPLEMENTATION 6.1.1Projects Under Implementation 6.1.1.1CALCIUM CHLORIDE PLANT

The Calcium Chloride project is having technical problem. It may not be possible to produce calcium chloride , the plant and the equipment erected for this plant will be used in the soda ash manufacture.

6.1.2 SYNTHETIC IRON OXIDE PIGMENT AND CALCIUM CHLORIDE PROJECT :–

The work on Synthetic Iron Oxide Pigment (SIOP) project is in advanced stage of implementation. The company has appointed UDHE India ltd., to provide engineering services. The mechanical completion of the plant is expected to be completed by the third quarter of 2013–14. The facility once established will enable the company to utilise its waste and produce a commercially viable product. This plant is expected to start commercial production by fourth quarter of 2013–14. Calcium Chloride will be produced from the effluent of Synthetic Iron Oxide Pigment Plant. Both Synthetic Iron Oxide Pigment and Calcium Chloride facility have been given 100% EOU status. Besides employing DCW''s in– house developed technology, the company has made an agreement with Rockwood Italia (Group Company of Rockwood Pigments'' USA) for manufacture of both yellow and red iron oxide pigment. Waste stream of Iron Oxide plant will produce Calcium Chloride and Pure Water. An off take agreement has been signed with Rockwood Italia for sale of 50% Iron Oxide Pigment to them. Balance 50% of the product can be sold at company''s option.

6.1.4PVC Automation–Cum– Balancing Equipment Program

The company''s PVC Automation– Cum–Balancing Equipment program is under progress, which will increase PVC capacity from existing 90000 TPA to 140000 TPA. The expansion is expected to be completed by Third Quarter of 2013–14.

7. Corporate Governance

The report on Corporate Governance is annexed to this report.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is set out in the Annexure forming part of this Report.

9. Particulars of Employees: Information in accordance with Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is set out in the Annexure forming part of this Report.

10. Environment and Safety Measures

The Company is committed to Industrial Safety and Environment Protection and these are on going processes at the Company''s various plants. The Sahupuram Unit has been granted ISO 14001 Certificate for complying with environment protection and safety.

11. Directors:

Shri. P. K. Jain, Shri. S. K. Jalan and Shri R. V. Ruia, Directors, retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment. Smt. Vandana Jain, Executive Director of the Company, has resigned from the Board with effect from 6th August, 2012. Dr. V. H. Joshi, Director of the Company, has resigned from the Board with effect from 16th October, 2012. Smt. Vandana Jain has been with the Company since 2006 and Dr. V. H. Joshi has been with the Company since 1990. The Board has put on record its appreciation for the valuable service rendered by them during their tenure. Mr. Mudit Jain has been appointed as an Additional Director and also as Whole Time Director designated as ''Executive Director'' with effect from 6th August, 2012. Smt. Sujata Ranganekar and Shri. D.Ganapathy, were appointed as Additional Directors with effect from 31st October, 2012 and 7th November, 2012 respectively and will hold office upto the date of forth coming AGM. The company has received notices from members signifying their intention to propose their appointment as Directors.

Resolutions have been incorporated in the Notice convening the forthcoming Annual general Meeting for the appointment of Smt. Sujata Rangnekar and Shri D. Ganapathy.

12. Auditors and Auditors'' Report: M/s V. Sankar Aiyar & Co., Chartered Accountants – Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for reappointment.

13. Cost Audit:

In accordance with the directions received from the Department of Company Affairs, the company has appointed M/s. N. D. Birla & Company, Ahmedabad and M/s. R. Nanabhoy & Company, Mumbai for conducting the Cost Audit of the Company''s Soda Ash and Caustic Soda Divisions respectively for the financial year 2011–12. Their appointments were approved by the Ministry of Corporate Affairs. They have conducted the cost audit for the financial year 2011–12 of respective divisions.

The due date for filing of consolidated cost audit report was 28th February, 2013 and the same has been filed on 14th June, 2013. The Company has reappointed M/s. N. D. Birla & Company, Ahmedabad and M/s. R. Nanabhoy & Company, Mumbai for conducting the cost audit of the Company''s Soda Ash and Caustic Soda Divisions respectively for the financial year 2012 – 2013. Their appointments were approved by the Ministry of Corporate Affairs. They have conducted the cost audit for the financial year 2012 – 2013 of respective divisions and would file the cost audit reports with the Central Government before the due date. The due date for filing of cost audit report is 27th September, 2013.

14. ISSUE OF CONVERTIBLE WARRANTS TO PROMOTER GROUP ON PREFERENTIAL BASIS:

Pursuant to the approval granted by the shareholders of the Company at their Annual General Meeting held on November 24, 2011, the Company had allotted on January 9, 2012, 1,36,36,363 convertible warrants on preferential basis to Promoter Group; each warrant convertible into one Equity Share of Rs. 2 each, at a premium of Rs. 9 per share, in one or more tranches, within a period of 18 months from the date of allotment of warrants. Out of these warrants 69,45,455 warrants were converted into Equity shares on January 31, 2012. 39,23,393 warrants were converted into Equity Shares on 23rd April, 2012. 12,36,363 warrants were converted into Equity Shares on 22nd October, 2012 and 15,31,152 warrants were converted into Equity Shares on 24th December, 2012. None of the warrants are now pending for conversion into Equity Shares.

15 PROPOSED PROJECT 16.1Chlorinated Poly Vinyl Chloride (C–PVC)

The Company has signed Technology License agreement with Arkema of France for putting up Chlorinated Poly Vinyl Chloride (C–PVC) Plant at its Sahupuram Facility, in Tamilnadu. The UHDE India ltd., will do detailed engineering for the project. This project is estimated to take 12–15 months for implementation.

15.2 Producer Gas Plant :–

The Producer Gas Plant to produce gas from coal is expected to be operational by June''2013. This will replace high cost Furnace Oil resulting in lower cost of heating in various units of the company.

17. Internal Control Systems:

The Company has an adequate internal control procedure commensurate with the nature of its business and size of its operations. Internal Audit is conducted on a regular basis by a reputed firm of Chartered Accountants. The reports of the internal audit along with comments from the management are placed for review before audit committee, to consider its adequacy.

18. Human Resources:

The Company has been following a standard procedure for recruitment of best personnel for all the departments and is making continuous efforts to retain and groom them to meet its present and future requirements. The current strength is 2174 employees. The Company sponsors employees for various seminars on finance, operations, marketing and human resource development to update their skills and develop close co– ordination with their counterparts in industries. This is basically done to enhance their skills in order to achieve an optimum output from them.

19. Cautionary Note:

Statement in this report describing the company''s objectives, projections, estimates, expectations and predictions may be "forward looking statements". Actual results could differ materially from those expressed or implied due to variation in prices of raw materials, demand and realization of finished goods, changes in Government regulations, tax regimes, economic developments and other incidental factors.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors have:

(a) Followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures;

(b) 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 your Company at the end of financial year and of the profit of your Company for that period;

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) Prepared the Annual Accounts on a going concern basis.

21. Insurance

All the properties of the Company are adequately insured.

22. Industrial Relations:

The relations between the employees and the management were cordial and an atmosphere of understanding prevailed throughout the year.

23. Acknowledgement:

The Board places on record their grateful appreciation for the assistance and co–operation received from the Financial Institutions and the Banks.

On behalf of the Board of Directors

Dr. Shashi Chand Jain

Chairman and Managing Director

Mumbai, 14th May, 2013.


Mar 31, 2012

The Directors present their 73rd Annual Report and Audited Accounts for the Financial Year ended 31st March, 2012 –

1. Financial Results

31-3-2012 31-3-2011 (Rs. in lacs) (Rs. in lacs)

Gross Sales 128064.48 114626.94

Gross Profit 9663.18 8344.62

Less : Provisions

Depreciation 5097.29 4755.79

Profit Before Tax 4565.88 3588.83

Tax: Current Period 900.00 1360.00

Previous Period –

MAT Credit available for set off / Utilized (900.00) –

Profit After 4565.88 2228.83

Current Tax & Tax

Adjustments

Deferred Tax 1499.00 (662.18)

Profit after Tax 3066.88 2891.01

Add: Balance 2074.70 4004.36 brought forward

Profit available for 5141.58 6895.37

Appropriation

Appropriations:

General Reserves 2000.00 4000.00

Proposed Dividend 731.16 706.16

Dividend 118.16 114.56

Distribution Tax

Balance carried 2291.81 2074.65 forward

2. Dividend:

Your Directors recommend payment of Dividend at Re.0.36 per equity share of Rs. 2 each.

3. Operations:

Sale during the year was Rs.1280.64 crores as compared to Rs. 1146.26 crores recorded in the previous year, registering an increase of 12%. The Gross Profit for the year (before depreciation) is Rs. 96.63 crores against Rs. 83.45 crores in previous year. The profit before tax amounted to Rs.45.66 crores as against Rs. 35.89 crores in the previous year. The profit after provision of current tax is Rs. 45.66 crores against previous years Rs. 28.91 crores, an increase of 58% and profit after deferred tax is Rs.30.67 crores against previous years Rs.28.92 crores an increase of 6%. Deferred Tax is only a provision as per accounting guidelines and not an outflow.

The Company's profits have been higher during the financial year in spite of increase in price of raw material for PVC and on account increase in coal prices internationally. The increase in profits is due to better price realization on Beneficiated Ilmenite which is a export oriented product. The realization on Beneficiated ilmenite has further improved and the Company is hopeful of achieving improved profitability in the current year.

4. Exports:

The Company's exports were at Rs. 255.82 crores as compared to Rs. 153.19 crores in the previous year. The 60% increase in exports was on account of better realisation of Beneficiated Ilmenite coupled with higher tonnage.

5. Division wise Performance:

a) PVC Division:

The turnover of the division was Rs.524.15 crores as compared to Rs. 517.63 crores in the previous year. The company sold 84961 MT of PVC Resin compared to 90157 MT in the previous year. Though the sale of PVC Resin in quantity terms has been lower by 6% compared to pervious year, increase in realization on PVC Resin consequent to increase in raw material price (VCM) has helped in marginal increase in the turnover. All the user segments are recording good demand and PVC industry continues to show positive growth. The Government has identified irrigation, power and infrastructure, as thrust areas and increased activity in these sectors are likely to boost demand of PVC Resin.

b) Caustic Soda Division:

The turnover of the division was Rs. 552.30 crores as compared to Rs. 438.72 crores in the previous year, an increase of 26%. The Company sold 85235 MT of Caustic Soda during the year as compared to 81355 MT in the previous year, an increase of 5%, by– product chlorine is being used beneficially.

c) Soda Ash Division:

The turnover of the division was Rs.194.79 crores as compared to Rs. 188.28 crores in the previous year registering an increase of 3%. The increase in turnover is due to better realization on Soda Ash and Soda Bicarbonate along with increase in quantity being sold of Soda Ash and Soda Bicarbonate compared to previous year. The Company sold 75057 MT of Soda Ash, 20354 MT of Soda Bicarbonate and 18078 MT of Detergent during the year as compared to 72658 MT of Soda Ash, 19638 MT of Soda Bicarbonate and 31469 MT of Detergent, in the previous year.

6. PROJECTS IMPLEMENTED UNDER IMPLEMENTATION

6.1.1Projects Under Implementation

6.1.1.1CALCIUM CHLORIDE PLANT

The Calcium Chloride project is having technical problem. It may not be possible to run the plant and the equipment erected for this plant will be used in the soda ash unit of the company.

6.1.2 SOLWAY TOWERS AT DHRANGADHRA UNIT

Solway towers installed at the Soda Ash Unit are not commissioned. An assignment was given to Akzo Noble, Neatherlands, to do basic engineering to utilise the towers and to increase Soda Ash Production. The necessary steps required to increase the Soda Ash Production will be taken up in due course of time during which this Solway Towers will be commissioned. The company will take up the increase in Soda Ash Production after completion of existing on going projects under implementation at its Caustic Soda and PVC units.

6.1.3 SYNTHETIC IRON OXIDE PIGMENT AND CALCIUM CHLORIDE PROJECT :-

The work on establishing Synthetic Iron Oxide Pigment (SIOP) plant at the Company's Sahupuram facility, in Tamil Nadu, India, utilising waste effluent stream which is rich in iron (Iron Chloride liquor), is under progress and is in advanced stage of implementation. The company has appointed UDHE India Ltd., well known engineering company to provide engineering services for this plant. The mechanical completion of the plant is expected to be completed by the first quarter of 2013-14. The facility once established will enable the company to utilise its waste and generate a commercially viable product. This plant is expected to start commercial production by mid 2013–14. Calcium Chloride will be produced from the effluent generated from the Synthetic Iron Oxide Pigment Plant.

Both Synthetic Iron Oxide Pigment and Calcium Chloride facility has been granted 100% EOU status, by the Government of India.

The facility is employing DCW's in-house developed technology, the company has made an agreement with Rockwood Italia SpA Socio Unico, Divisione Silo, Italy (Group Company of Rockwood Pigments' USA) for manufacture of both yellow and red Iron Oxide Pigment. Annual Synthetic Iron Oxide Pigment capacity will be approximately 32,000 TPA and waste stream coming out from the Synthetic Iron Oxide Pigment Plant will be used to manufacture 50000 TPA Calcium Chloride and pure water.

The Company has also signed an off take agreement with Rockwood Italia for 50% of the Synthetic Iron Oxide Pigments. Balance 50% of the product may be sold either to Rockwood Italia or to other parties at its option.

6.1.4PVC Automation-Cum- Balancing Equipment Program

The company's PVC Automation- Cum-Balancing Equipment program is under progress, which will increase PVC production from existing 90000 TPA to 140000 TPA. The program is expected to be completed by First Quarter of 2013–14.

7. Corporate Governance

The report on Corporate Governance is annexed to this report.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is set out in the Annexure forming part of this Report.

9. Particulars of Employees:

Information in accordance with Section 217 (2A) of the Compa nies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is set out in the Annexure forming part of this Report.

10. Environment and Safety Measures

The Company is committed to Industrial Safety and Environment Protection and these are on going processes at the Company's various plants. The Sahupuram Unit has been granted ISO 14001 Certificate for complying with environment protection and safety.

11. Directors:

Dr. S.C. Jain, Shri. F.H.Tapia and Shri. Sodhsal Singh Dev of Dhrangadahra, Directors, retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappoint ment.

Smt. Vandana Jain, Executive Director of the Company, has resigned from the Board with effect from 6th August, 2012. Smt. Vandana Jain has been with the Company since 2006. The Board has put on record its appreciation for the valuable service rendered by her during her tenure.

Mr. Mudit Jain has been appointed as an Additional Director and also as Whole Time Director designated as 'Executive Director' with effect from 6th August, 2012.

Resolutions have been incorporated in the Notice convening the forthcoming Annual general Meeting for the appointment of Mr. Mudit Jain.

12. Auditors and Auditors' Report:

M/s V. Sankar Aiyar & Co., Chartered Accountants – Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for reappointment.

13. Cost Audit:

In accordance with the directions received from the Department of Company Affairs, the company has appointed M/s. N.D.Birla & Company, Ahmedabad and M/s.R.Nanabhoy & Company, Mumbai for conducting the Cost Audit of the Company's Soda Ash and Caustic Soda Divisions respectively for the financial year 2010–11. Their appointments were approved by the Ministry of Corporate Affairs. They have conducted the cost audit for the financial year 2010–11 of respective divisions and have filed the cost audit report with the Central Government. The due date for filing of cost audit report was 27th September'2011 and the same has been filed on 11th August'2011 and 23rd September'2011 respectively.

The Company has re–appointed M/s. N. D. Birla & Company, Ahmedabad and M/s. R. Nanabhoy & Company, Mumbai for conducting the cost audit of the Company's Soda Ash and Caustic Soda Divisions respectively for the financial year 2011 – 2012. Their appointments were approved by the Ministry of Corporate Affairs. They have conducted the cost audit for the financial year 2011 – 2012 of respective divisions and would file the cost audit reports with the Central Government before the due date. The due date for filing of cost audit report is 27th September, 2012.

14. ISSUE OF CONVERTIBLE WARRANTS TO PROMOTER GROUP ON PREFERENTIAL BASIS:

Pursuant to the approval granted by the shareholders of the Company at their Annual General Meeting held on November 24, 2011, the Company had allotted on January 9, 2012, 1,36,36,363 convertible warrants on preferential basis to Promoter Group; each warrant convertible into one Equity Share of Rs. 2 each, at a premium of Rs. 9 per share, in one or more tranches, within a period of 18 months from the date of allotment of warrants. Out of these warrants 69,45,455 warrants were converted into Equity shares on January 31, 2012. 39,23,393 warrants were converted into Equity Shares on 23rd April, 2012.

27,67,515 warrants are pending for conversion into Equity Shares.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OUTLOOK :

The Company has diversified operations with three business segments viz. PVC, Chloro Alkali and Soda Ash. It is thus reasonably protected from the vagaries of individual business cycles of these products.

PVC Division:

The Company, one of the country's five producers of PVC resin, has maintained its market share of nearly 7%. Also PVC demand is growing at a CAGR of about 10%, with increased government spending towards infrastructure, agriculture and water management. Increase in PVC capacity will result to meet demand supply gap.

Caustic Soda Division:

The Company continues to be a major player in South India with a market share of approximately 15%. The demand for caustic soda is expected to grow at a steady rate of 4% to 5%, specially with increased demand from alumina manufacturers. The company is able to fully use its HCL & Chlorine to maintain Caustic Production at full level.

The conversion from Mercury Cell to Membrane Cell technology has not only resulted in substantial capacity addition but also has brought down the consumption of power which has helped in improving the bottom–line.

Soda Ash Division:

The Soda Ash Industry continues to grow at a compounded rate of 4% to 5% per annum and this trend is expected to continue due to strong demand from end user industries. Imposition of Antidumping duty on import of Soda Ash from countries like Iran, Pakistan, China, Ukraine, Kenya, European Union and the US by Govt., of India, will protect the industry against dumping of Soda Ash from this countries and will go a long way in helping domestic industry.

16 PROPOSED PROJECT

16.1Chlorinated Poly Vinyl Chloride (C–PVC)

The Company has signed Technology License agreement with Arkema France for putting up Chlorinated Poly Vinyl Chloride (C–PVC) Plant at its Shupuram Facility, in Tamilnadu. The company has appointed UHDE India Ltd., an reputed process engineering consultants to prepare detailed engineering of the project. This project will take 12-15 months to go in for commercial production from Zero Date.

This project will help company to manufacture value added product from its in house products PVC and Chlorine and will go a long way in increasing its captive consumption of Chlorine, reducing the dependence on sale of chlorine.

16.2Trichloroethylene Capacity Increase :

The company has capacity to manufacture 7200 TPA Trichloroethylene. This plant is running at its full capacity. Trichloroethylene demand is increasing both in local market as well as in global market. The company now proposes increase its Trichloroethylene capacity by 5000TPA which will replace the imports of Trichloroethylene. This will help the company in increasing its captive consumption of Chlorine, reducing the dependence on sale of chlorine.

17. Internal Control Systems:

The Company has an adequate internal control procedure commensurate with the nature of its business and size of its operations. Internal Audit is conducted on a regular basis by an independent firm of Chartered Accountants. However the Board of Directors are re-examining the scope of Internal Audit looking into the size of operations of the Company.

The reports of the internal audit along with comments from the management are placed for review before Audit Committee. The Audit Committee also scrutinizes all the programmes and the adequacy of the internal controls.

18. Human Resources:

The Company has been following a standard procedure for recruitment of best personnel for all the departments and is making constant and continuous efforts to retain and groom them to meet its present and future requirements. The current strength is 2122 employees. The Company sponsors employees for various seminars on finance, operations, marketing and human resource development to update their skills and develop close co– ordination with their counterparts in industries. This is basically done to enhance their skills in order to achieve an optimum output from them.

19. Cautionary Note:

Statement in this report describing the company's objectives, projections, estimates, expectations and predictions may be "forward looking statements". Actual results could differ materially from those expressed or implied due to variation in prices of raw materials, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, economic developments within India and other incidental factors.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 your Directors have:

(a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures;

(b) 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 your Company at the end of financial year and of the profit of your Company for that period;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities and

d) prepared the Annual Accounts on a going concern basis.

21. Insurance

All the properties of the Company are adequately insured.

22. Industrial Relations:

The relations between the employees and the management were cordial and an atmosphere of understanding prevailed throughout the year.

23. Acknowledgement:

The Board places on record their grateful appreciation for the assistance and co–operation received from the Financial Institutions and the Banks.

On behalf of the Board of Directors

Dr. Shashi Chand Jain

Chairman and Managing Director

Mumbai, 6th Aug., 2012.

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