Mar 31, 2023
Boardâs 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.
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) |
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) / |
(4782.24) |
(2555.81) |
Profit/(Loss) After Current |
27373.59 |
14206.53 |
Deferred Tax |
8175.60 |
3692.79 |
Profit after Tax/(Loss) |
19197.99 |
10750.62 |
Add: Balance brought |
21692.73 |
10942.11 |
Profit available for |
40890.72 |
21692.73 |
Appropriations: |
||
General Reserves |
- |
- |
Proposed Dividend |
1770.93 |
- |
Dividend Distribution Tax |
- |
- |
Balance carried forward |
39119.79 |
21692.73 |
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.
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.
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.
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).
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.
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.
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
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.
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.
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 |
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.
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.
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.
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.
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
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.
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.
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.
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
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.
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.
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.
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.
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. Directorsâ 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 â (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 â (4909.18) lacs against a profit of Rs.2476.30 lacs for previous year and loss after deferred tax was â (2020.16) lacs against profit of Rs.2014.73 lacs for previous year.
4. Exports:
The Companyâs 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 companyâs 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 companyâs 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 companyâs 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 companyâs 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 Boardâs 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 âAâ.
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 companyâs 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 âAnnexure Bâ 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 âAnnexure Câ 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 companyâs website. Other details for the CSR activities as required under Section 135 of the Companies Act 2013 are given in the CSR Report at âAnnexure Dâ.
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 âEâ.
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 Companyâs 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 âFâ.
19. Directorsâ 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: ÂÂ
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 :Â
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 2013Â14. 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 2013Â14. 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 AutomationÂCum Balancing Equipment Program
The company''s PVC Automation CumÂBalancing 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 2013Â14.
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 2011Â12. Their appointments were
approved by the Ministry of Corporate Affairs. They have conducted the
cost audit for the financial year 2011Â12 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 Â 2013. Their appointments were approved by the
Ministry of Corporate Affairs. They have conducted the cost audit for
the financial year 2012 Â 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 (CÂPVC)
The Company has signed Technology License agreement with Arkema of
France for putting up Chlorinated Poly Vinyl Chloride (CÂPVC) Plant at
its Sahupuram Facility, in Tamilnadu. The UHDE India ltd., will do
detailed engineering for the project. This project is estimated to take
12Â15 months for implementation.
15.2 Producer Gas Plant :Â
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 coÂ
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 coÂoperation 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 Ã
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 Ã
MAT Credit available
for set off / Utilized (900.00) Ã
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%, byà 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 2013Ã14. 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
2013Ã14.
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 à 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 2010Ã11. Their appointments were approved by the
Ministry of Corporate Affairs. They have conducted the cost audit for
the financial year 2010Ã11 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 reÃappointed 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 Ã 2012. Their appointments were approved by the
Ministry of Corporate Affairs. They have conducted the cost audit for
the financial year 2011 Ã 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
bottomÃline.
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 (CÃPVC)
The Company has signed Technology License agreement with Arkema France
for putting up Chlorinated Poly Vinyl Chloride (CÃPVC) 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 coà 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 coÃoperation 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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