dcm ltd Directors report

Your directors have pleasure in presenting this 133^rd Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.

ECONOMIC SCENARIO

e global economy faced many challenges during the financial year 2022-23. ese were primarily COVID-19 related disruptions, the Russian-Ukraine conflict and its adverse impact along with disruption in supply chain, mainly of food, fuel and fertilizer. e Central Banks across several economies led by the Federal Reserve responding with rate hikes to curb inflation, led to an appreciation of the US Dollar and the widening of the Current Account Deficit (CAD) in net importing economies. Further inflation and monetary tightening led to a hardening of bond yields across economies and resulted in an outflow of equity capital from most of the economies around the world into the traditionally safe-haven market of the US. India too like the rest of the world, faced this extraordinary set of challenges but withstood them better than most economies staging a better recovery ahead of many nations. However, the conflict in Europe necessitated a revision in expectations for economic growth and inflation in FY2023-24. As per the Economic Survey 2022-23, India is expected to witness GDP Growth of 6.0% to 6.8% in the financial year 2023-24, depending on the economic and political developments globally.

ere are enough reasons to be optimistic about India?s economic outlook in the year 2023-24. Its recovery from the pandemic was relatively quick and growth in 2023-24 can be expected due to solid domestic demand on account of large, young and rising share of the upper middle–income population and the Government?s thrust on infrastructure spending. In particular, healthy domestic drivers will likely help India post reasonably strong growth this year.

FINANCIAL DATA (Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Financial Year ended March 31,	Financial Year ended March 31,	Financial Year ended March 31,	Financial Year ended March 31,
	2023	2022	2023	2022
Profit before Interest, Depreciation and Tax	225.85	3084.24	1407.54	4618.36
Less: -Finance Cost	211.49	579.42	219.09	590.32
-Depreciation	630.62	762.11	699.37	813.51
Profit before Tax	(616.26)	1742.71	489.08	3214.52
Less -Provision for tax	-	(35.48)	255.82	197.99
Profit after tax	(616.26)	1778.19	233.26	3016.53
Other Comprehensive income	63.95	75.99	68.41	83.97
Total Comprehensive income	(552.31)	1854.18	301.67	3100.50
Add - Profit brought forward	(1742.66)	(3596.84)	(1890.65)	(5322.29)
Less: Extinguishment of reserves of DCM Finance and Leasing Ltd.	-	-	-	(240.16)

 

Particulars	Standalone	Consolidated
	Financial Year ended March 31, 2023	Financial Year ended March 31, 2022	Financial Year ended March 31, 2023	Financial Year ended March 31, 2022
Less: Transfer of exchange difference on translation of foreign operation	-	-	-	61.02
Less: Transfer of reserve	-	-	-	29.96
Balance Profit carried forward	(2294.97)	(1742.66)	(1588.98)	(1890.65)

TRANSFER TO RESERVES

During the financial year under review the Board has not proposed to transfer any amount to Reserve.

DIVIDEND

e Board of Directors do not recommend any dividend for the financial year 2022-23.

CONSOLIDATED FINANCIAL STATEMENTS

e Consolidated Financial Statements of the Company are prepared in accordance with provisions of the Ind AS as per the Companies (Indian Accounting Standard) Rules, 2015, as amended from time to time, notified under section 133 of the Companies Act, 2013, as amended and form part of this Annual Report.

STATE OF THE COMPANY?S AFFAIRS /OPERATIONS OVERVIEW Engineering Division

e Engineering Division of the Company was manufacturing and supplying castings across all segments in the automotive market: cars, multi-utility vehicles, tractors, light commercial vehicles, heavy commercial vehicles and earth moving equipment.

Since 2016, the unit has faced a hostile environment in which production of good quality products in a cost-e_ective way could not be achieved due to the continued situation of labour unrest. As a result, the Division continued to incur cash losses on account of lower volume and high rejections resulting in non-recovery of fixed cost and decline in margin.

Given the above, the Company was forced to declare lockout of the said Engineering Unit w.e.f. October 22, 2019, which continues as on date. Presently, the matter of said lockout is sub-judice before the Labour authorities.

Due to continuance of said lockout of Engineering unit, there was delay / default in payment of dues of creditors including banks pertaining to said division. Some of these creditors had filed a recovery suit, IBC petitions and /or other legal proceedings. In order to revive & post sustainable profitability in the Engineering Business Undertaking, it has been considered necessary to rationalize the workforce and induct strategic partner(s) in the said Business Undertaking who can provide critically required modern technology and financial investment to sustain and expand the business operations.

Pursuant to above, the Board of Directors of the Company in its meeting held on November 28, 2019 approved a composite scheme of arrangement for transfer of its said "Engineering Business undertaking" into its wholly owned subsidiary namely DCM Engineering Limited (formerly known as DCM Tools and Dies Limited), on a going concern basis with effect from the appointed date of October 01, 2019 and restructuring of outstanding loans, debts and liabilities of the Engineering Business Undertaking. e filing of Scheme for seeking approval from Hon?ble National Company Law Tribunal (NCLT) under Section 230 – 232 of the Companies Act, 2013 remained pending awaiting in principle approval of secured lenders (Banks). e Company has made payment / settlement of dues of creditors including banks of Engineering Division. Pursuant to said payment / settlement of dues of these creditors, the said legal proceedings filed by these creditors at various forums have been withdrawn or are in the process of being withdrawn.

Further due to payment of dues of creditors (including banks) of Engineering Division, the section II of the said Composite Scheme of Arrangement approved by the Board on November 28, 2019 relating to restructuring of outstanding loans and liabilities of Engineering Business Undertaking, has become infructuous. Pursuant to the above the Board of Directors of the Company in its meeting held on 29.05.2023 has withdrawn the aforesaid original composite scheme of arrangement and it has been also decided to formulate a fresh proposal for restructuring of the Engineering Business of the Company in consultation with legal and tax consultant

Real Estate Division

e Company has initiated the process of development of its land parcel admeasuring about 68.35 acres situated near Mela Ground, Hisar, Haryana (referred to as ‘Hisar land?). In this connection, the Company has entered into ‘Joint Development Agreement? with a party for development of its said Hisar land under Deen Dayal Jan Awas Yojna. e Company received license from the Director, Town and Country Planning, Haryana, Chandigarh (‘DTCP?) for setting up of affordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the aforesaid Hisar land (referred to as ‘Real Estate Project?).

e Haryana Real Estate Authority, Panchkula (HRERA, Panchkula) has also registered the Company?s said Real Estate Project vide Registration no. HRERA-PKL-HSR-427-2023. DCM Limited is designated as Promoter of the Project in the HRERA Registration in its capacity as licensee and owner of the Project land. However, DTCP vide its order no. LC-4455/JE(S)/2023/10909-21 dated 18-04-2023 suspended the said Licence No. -179 of 2022 dated 7.11.2022, till further orders, taking a note that an enquiry has been initiated against the Company by Deputy Commissioner, Hisar in respect of Company?s Hisar land. In the said order DTCP has also directed the licensee not to carry out any development work in the colony and also not to create any third party right unless the said suspension is revoked.

HRERA, Panchkula, has also issued a Public Notice informing that aforesaid Registration issued to Company?s Hisar project is kept in abeyance till further orders. e Company is taking appropriate action in the matter for revocation of said suspension order. As per the legal advice, the Company has merits in the matter and holds the view that the said suspension order is likely to be revoked.

IT Business

e Company is engaged in the business of providing IT Infrastructure services specializing in networking, analytics, cloud and digital technologies through its material wholly owned subsidiary namely DCM Infotech Limited.

During the year under review, the sales and other income of DCM Infotech Limited was Rs. 71.03 crores (previous year Rs 69.55 crores) and Profit before Tax (PBT) was Rs. 10.66 crores as compared to previous year (Rs 9.06 crores).

Based on market conditions and the growth prospects both in India and the USA, the company is consistently investing to build capabilities in new areas in the IT services and related software domain viz. cloud, digital transformation, mobile applications, and VR, AI-ML RPA and NLP based technologies. e US business outlook continues to be stable, though fears of recessionary trends exist in some areas. DCM Infotech Limited was able to expand its client base, create new partnerships and engage in additional business opportunities.

MATERIAL CHANGES AND COMMITMENTS

Except as stated above, there was no change in the nature of the business of the Company. Further, there were no other material changes and commitments affecting the financial position of the Company occurring between March 31, 2023 and the date of this Report, except as mentioned above.

CHANGES IN SHARE CAPITAL

ere is no change in the issued and paid-up share capital of the Company during the period under review.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on April 1, 2022, the Company had six (6) subsidiaries and one associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013, as amended, respectively.

e Registrar of Companies, NCT of Delhi & Haryana on 12th January, 2023 has struck-o_ the name of DCM Finance And Leasing Limited (Wholly Owned Subsidiary of the Company) consequent to the Striking-O_ application filed by the said Company. e said Company did not have any significant business activity since its incorporation. Accordingly, as on March 31, 2023 and at present, the Company has five (5) subsidiaries and one associate company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013, as amended, respectively.

Further, the Board of Directors of the Company in their meeting held on February 9, 2023 have approved the proposal for removal/strike off the name of two other subsidiary companies namely DCM Realty And Infrastructure Limited and DCM In_nity Realtors Limited under the applicable provisions of the Companies, Act, 2013.

Please refer to the "State of the Company Affairs /Operations review" for the performance of the Company?s material wholly owned subsidiary namely DCM Infotech Limited. e other subsidiaries of the Company are not carrying out any significant operations.

Purearth Infrastructure Ltd, an Associate Company, where DCM Limited is holding 16.56% equity shareholding, is in the business of construction and development of real estate project(s). During the financial year 2022-23, It has reported Revenue from operation of Rs. 171.94 crores (previous year Rs. 221.67 crores) e Profit after tax was Rs. 7.10 crores (Previous year Rs. 31.29 crores). Pursuant to provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder, as amended, a statement containing salient features of the financial statements, performance and financial position of each of the subsidiaries, associates and joint venture companies in Form AOC-1 is provided as part of the financial statements of the Company at page no. 161 and hence not repeated here for the sake of brevity.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, as amended, the financial statements, consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company (www.dcm.in).

DIRECTORS

Mr. Jitendra Tuli, retires by rotation at the ensuing 133^rd Annual General Meeting (AGM) and being eligible offers himself for re-appointment as a director of the Company, liable to retire by rotation. A resolution in this respect is included in the Notice of forthcoming 133^rd Annual General Meeting, for seeking approval of members of the Company.

Mr. Vinay Sharma was appointed as Whole-Time Director of the Company designated as Executive Director (Business Operations) of the Company w.e.f. September 1, 2022 for a period of three (3) years w.e.f. September 1, 2022 up to August 31, 2025, subject to the approval of shareholders of the Company. His appointment was subsequently approved by the shareholders of the Company in the 132^nd Annual General Meeting of the Company held on September 30, 2022.

Mr. Sumant Bharat Ram was appointed as an Additional Director of the Company w.e.f September 01, 2022 to hold office upto the date of 132^nd Annual General Meeting (AGM) of the Company. ereafter he was appointed as Non-Executive director of the Company, liable to retire by rotation, by the Shareholders of the Company at the 132^nd Annual General Meeting (AGM) of the Company held on September 30, 2022.

Further, pursuant to the provisions of Section 149 of the Companies Act, 2013, as amended, all the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, as amended, along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and there has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, they have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to their duties.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year no new Independent Director was appointed on the Board of Directors of the Company, therefore the statement regarding opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of the independent directors appointed during the year is not applicable.

DIRECTORS? RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, as amended, your directors state that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis (please refer to the auditor?s opinion in their report on standalone and consolidated financial statements of the Company with regard to material uncertainty related to going concern); (e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Accordingly, as on March 31, 2023, the following persons are the Whole-Time Key Managerial Personnel (‘KMPs?) of the Company in terms of provisions of Section 203 of the Companies Act, 2013, as amended: a. Mr. Jitendra Tuli – Managing Director; b. Mr. Vinay Sharma – Executive Director (Business Operations); c. Mr. Ashwani Kumar Singhal – Chief Financial Officer; d. Mr. Yadvinder Goyal- Company Secretary

NUMBER OF BOARD MEETINGS

Six (6) meetings of the Board of Directors of your Company were held during the year under review (for further details please refer to the Corporate Governance Report, forming part of this Annual Report).

EVALUATION OF BOARD PERFORMANCE

e Board of Directors has carried out an Annual Performance Evaluation of its own, Individual Directors and Board Committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. e performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition, structures, effectiveness of Board processes, information and functioning etc.

e Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge, competency, availability, attendance, commitment and contribution of the Individual Director to the Board and Committee meetings.

e performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc.

Further performance of Independent Directors was evaluated on additional criteria such as fulfillment of independence criteria by them and their independence from the management of the Company. e performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation, the directors who are subject to evaluation had not participated.

Also in a separate meeting of Independent Directors, performance of Non- Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account formal & informal views of Executive Director(s) and Non-Executive Director(s). e Directors expressed their satisfaction with the evaluation process.

e above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. Based on inputs received from the Board members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/ her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. ere was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

INTERNAL FINANCIAL CONTROL

e Company has a well-placed, proper and adequate Internal Financial Control (IFC) system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. e Company?s IFC system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and supported by internal audit from reputed audit firms.

e Internal Auditors independently evaluate the adequacy of internal controls. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

All Internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on Internal Controls.

STATUTORY AUDITORS

Members of the Company at the 130^th AGM held on 25^th September, 2020 approved the appointment of M/s. S S Kothari Mehta and Company, Chartered Accountants, (Firm Registration no. 000756N), as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 130^th AGM held on 25^th September, 2020 until the conclusion of 135^th AGM of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

e Statutory Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder, as amended.

DIRECTORS? VIEW ON AUDITORS? OBSERVATIONS/OPINION

e Statutory Auditors? Report for financial year 2022-23 does not contain any qualification, reservation or adverse remark. e Report is enclosed along with the financial statements and forms part of this Annual Report.

FIXED DEPOSITS/ DEBENTURE REPAYMENT

e Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, after the commencement of the Companies Act, 2013, accordingly, no disclosure or reporting is required in respect of deposits covered under Chapter V of the Companies Act, 2013, as amended.

Further, the Company has complied with its debt repayment obligation, including in respect of fixed deposits, debentures, loans and related interest, under Scheme of Restructuring and Arrangement (SORA) approved by the Hon?ble Delhi High Court vide its order dated October 29, 2003 under sections 391 – 394 of the Companies Act, 1956 and subsequently modified vide Hon?ble Delhi High Court order dated April 28, 2011.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) a) Transfer of unclaimed dividend to IEPF

As required under Section 124 of the Companies Act, 2013 the unclaimed final dividend amount of Rs. 9,50,151/- for FY 2014-15 and Interim Dividend amount of Rs. 9,29,025/- for FY 2015-16 lying with the Company for a period of seven years were transferred during the Financial Year 2022-23 to the Investor Education and Protection Fund (IEPF) established by the Central Government. b) Transfer of shares to IEPF

As required under Section 124 of the Companies Act, 2013, 26,512

& 50,127 nos. of Equity Shares of the Company, in respect of which unclaimed final dividend for FY 2014-15 and Interim Dividend for FY 2015-16 respectively had not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) during the Financial Year 2022-23. Details of shares transferred to IEPF have been uploaded on the Website(s) of IEPF as well as the Company. c) Transfer of unclaimed fixed deposits and debentures

e unclaimed fixed deposits, debentures, or interest thereon have already been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government as per the requirement.

Any person whose shares and/or unclaimed/un-encashed dividend, fixed deposits, debentures and/or interest thereon, have been transferred to the IEPF, can claim back the shares and/or apply for refund of such dividend, fixed deposits, debentures, or interest thereon, as the case may be, by making an application to the IEPF Authority, in the prescribed Form.

RIGHTS ISSUE OF EQUITY SHARES

e Board of Directors of the Company in their meeting held on February 12, 2021 has given their consent to raise funds for an aggregate amount not exceeding Rs. 50 crores, by way of "Rights Issue" of Equity shares, to augment capital and expedite the completion of the de-leveraging of the Company and constituted a Special purpose Committee namely ‘Rights Issue Committee? in this regard. e said Rights Issue Committee comprises of three directors namely Prof Sudhir Kumar Jain as Chairman, Mr. Bipin Maira and Mr. Jitendra Tuli as members of the Committee.

RISK MANAGEMENT

e Company has in place Risk Management Process for identifying / managing risks. e Company?s Risk Management Framework helps in identifying risks and opportunities that may have a bearing on the organization?s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. e risk management process consists of risk identification, risk assessment, risk monitoring & risk mitigation. During the year, the Board was informed about measures taken for minimization of risks. e Board provides oversight and reviews the Risk Management process.

As stated under sub-heading ‘Real Estate Division? under Heading ‘State of the Company?s affairs / Operations Overview? of this Directors? Report, the Company is taking appropriate action in the matter for revocation of order of DTCP suspending the Licence for setting up of affordable residential plotted colony under Deen Dayal Jan Awas Yojana-2016 (DDJAY-2016) on 67.275 acres of the Company?s land parcel situated near Mela Ground, Hisar, Haryana. e Board believes that with the revocation of said suspension order of license and infusion of liquidity by focusing /managing of its real estate operation and/ or the Company?s plans of restructuring of its Engineering Business Undertaking as well as other interim measures to improve liquidity, the Company will be able to continue its operation for the foreseeable future.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee of the Company consists of Dr. Kavita A Sharma, Chairperson, Mr. Bipin Maira and Prof. Sudhir Kumar Jain as members of the Audit Committee.

e terms of reference of the Audit Committee are in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

e CSR Committee of the Company consists of Mr. Bipin Maira, Chairman, Mr. Jitendra Tuli and Dr. Kavita A Sharma, as members. CSR Committee is responsible for formulating and monitoring the CSR Policy of the Company. e Company?s CSR Policy is available on the Company?s website www.dcm.in. Further, due to continued losses in last few years, the Company was not required to spend any amount on CSR activities during the financial year 2022-23.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

e information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, is enclosed as Annexure – I, and forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits set out in the said rules are given in Annexure-II of this Board?s Report.

Further, the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of Directors, KMPs and other employees of the Company, are given in Annexure-II-A of this Board?s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186

Particulars of investments made and loans given and guarantee /security provided are given in the standalone financial statements. (Please refer to note nos. 5, 6 & 8 of the standalone financial statements).

Further, pursuant to the approval given by the members, the Company in its capacity as title holder of land at Bara Hindu Rao / Kishanganj, Delhi (Project land), in respect of which the development rights were vested with a joint venture company in terms of SORA, has mortgaged the said land for loans availed in connection with development of real estate project on the said land by joint venture company and also by a body corporate who has been developing the real estate project along with the said joint venture company. e outstanding amount of loans, on which mortgage was created, as on 31.03.2023 was Rs. 267.17 crores (previous year Rs. 398.66 crores).

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm?s length basis. All transactions with related parties were reviewed and approved by the Audit Committee.

e prescribed Form AOC-2 is enclosed as Annexure - III, and forms part of this Report. Your directors draw attention of members of the Company to Note No. 42 to the standalone financial statements which sets out related party disclosures.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, as amended, the Annual Return of the Company as on March 31, 2023 is available on the Company?s website on weblink: https://dcm.in/147-2/

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company have appointed M/s. Pragnya Pradhan & Associates, Company Secretaries, to conduct Secretarial Audit for financial year 2022-23.

e Secretarial Audit Report of the Company for the financial year ended 31^st March, 2023 as required under the Companies Act, 2013, read with Rules made thereunder, as amended, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is enclosed herewith as Annexure – IV, and forms part of this Report.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Secretarial Audit Report of Company?s unlisted material subsidiary i.e. DCM Infotech Limited for the financial year 2022-23 is enclosed herewith as Annexure – IV-A, and forms part of this Report.

e Secretarial Compliance Report of the Company for the financial year ended 31st March, 2023, in relation to compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of SEBI Listing Regulations read with SEBI Circular CIR/CFD/ CMD1/27/2019 dated February 08, 2019, NSE Circular Nos. NSE/CML/ 2023/21 dated March 16, 2023 & NSE/CML/ 2023/30 dated April 10, 2023 and BSE Circular Nos. 20230316-14 dated March 16, 2023 & 20230410-41 dated April 10, 2023 is enclosed herewith as Annexure - IV-B and forms part of this Report. e Secretarial Compliance Report has been voluntarily enclosed as part of Annual Report as good disclosure practice.

e Secretarial Audit Report and Secretarial Compliance Report of the Company for the Financial Year ended March 31, 2023 and the Secretarial Audit Report of Company?s unlisted material subsidiary i.e. DCM Infotech Limited for the financial year ended March 31, 2023 do not contain any qualifications, reservation or adverse remark.

NOMINATION AND REMUNERATION POLICY

e Nomination and Remuneration Policy was approved by the Board of Directors of the Company. e main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and Senior Management employees. e remuneration involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. e salient features of Nomination and Remuneration Policy are as stated below:

Appointment Criteria and Qualifications

e Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel, or at Senior Management Personnel level and recommend to the Board his/ her appointment.

A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. e Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

Remuneration to Managing Director(s)/Whole Time Director(s)/ Key Managerial Personnel (KMP).

(i) e Board, on the recommendation of the Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits permissible under the law.

(ii) e Board, on the recommendation of the Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

(iii) e remuneration of Executive Directors and Key Managerial Personnel will include the following components : a) Basic Pay; b) Commission / Variable Component / Bonus; c) Perquisites and Allowances; d) Retirement Benefits.

Remuneration to Non-Executive and Independent Directors

(i) e Board on the recommendation of the Committee shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits permissible under the law.

(ii) e Non- Executive and Independent Directors would be paid remuneration by way of sitting fees for attending meetings of Board or Committee(s) thereof and profit related commission as may be recommended by the Committee and as permissible under the law.

Senior Management Personnel/ other Officers and Staff

All remuneration, in whatever form, payable to Senior Management Personnel of the Company should be recommended by the Committee to the Board for its approval.

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

e Nomination and Remuneration Policy is enclosed herewith as Annexure

- V, which forms part of this Report and is also available on the website of the Company at weblink: https://dcm.in/wp-content/uploads/2020/12/ Nomination-and-Remuneration-Policy.pdf

COST AUDIT

As per the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended, the Company is maintaining cost records pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products? located at Shaheed Bhagat Singh Nagar, Punjab.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. V Kumar & Associates, Cost Accountants (Firm Registration Number 100137), as Cost Auditors, for the Financial Year 2023-24, for conducting cost audit of cost accounts pertaining to Cast Iron Unit of the Company namely ‘DCM Engineering Products? located at Shaheed Bhagat Singh Nagar, Punjab at a fee of Rs. 5,000/- (Rupees Five ousand Only) plus GST & out-of-pocket expenses, if any.

A resolution seeking approval of Members for rati_cation of the remuneration payable to the Cost Auditor of the Company for the Financial Year 2023-24 is included in the notice of 133^rd AGM of the Company.

CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, Corporate Governance Report along with Auditors? certificate thereon and Management Discussion and Analysis Report are enclosed, and form part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR 2022-23 ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR I.E. 31.03.2023

Sr No.	Name	Amount Claimed with Interest (Rs. in lakhs)	Notices/ Petitions	Status as on March 31, 2023
1.	Foseco India Ltd	149.07	IBC on 24.2.2020	Petition Matter is settled and withdrawn on 23.05.2022
2.	M/s. Phool Chand Bhagat Singh	66.26	IBC filed 25.02.2020	Petition Matter is settled on and withdrawn on 05.04.2022
3.	Vedic Petrochemical Pvt Ltd	67.25	IBC filed 16.03.2020	Petition Matter is settled on and withdrawn on 15.11.2022
4.	Elkem South 24.20 Asia Pvt Ltd.		IBC filed 29.02.2020	Petition Matter is settled on and withdrawn on 22.09.2022
	Total	306.78

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE- TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

e Company has repaid and settled the dues of all the bankers (Viz. State Bank of India, ICICI Bank Limited and HDFC Bank Limited), who have provided term loans and working capital facilities (referred as ‘said Credit facilities?) to DCM Engineering Products, a Unit of the Company, under one- time settlement (OTS) as agreed with them.

However, the Bankers who have agreed for OTS have not provided any valuation report to the Company. erefore the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, have not been provided here.

DISCLOSURE REQUIREMENTS

1. Details of the familiarization programme of the independent directors are available on the website of the Company at weblink: http://www. dcm.in/wp-content/uploads/2016/10/Familirisation-Program-for-IndependentDirectors.pdf.

2. Policy for determining material subsidiaries of the Company is available on the website of the Company at weblink: https://dcm.in/wp-content/ uploads/2022/07/Material-Subsidiary-Policy.pdf

3. Policy on materiality of related party transactions and dealing with related party transactions is available on the website of the Company at weblink: https://dcm.in/wp-content/uploads/2022/08/RPT-Policy-DCM-Limited-1.pdf

4. e Company has formulated a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns, which is available on Company?s website www.dcm.in. e provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, as amended.

5. ere were no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future.

6. e Company has constituted Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there were no cases reported under the said Act.

7. During the year under review, the Company has complied with mandatory applicable Secretarial Standards issued by Institute of Company Secretaries of India (ICSI).

ACKNOWLEDGEMENT

e Directors wish to acknowledge and thank the Central and State Governments and all regulatory bodies for their continued support and guidance. e Directors thank the shareholders, customers, business associates, Financial Institutions and Banks for the faith reposed in the Company and its management. e Directors place on record their deep appreciation of the dedication and commitment of your Company?s employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors For DCM Limited

	Sd/-
Place: Delhi	Bipin Maira
Date: August 11, 2023	Chairman