DCM Nouvelle Ltd Directors Report

248.21
(2.74%)
Jul 24, 2024|12:00:00 AM

DCM Nouvelle Ltd Share Price directors Report

Dear Members,

Your Directors present 7th Annual Report on the business and operations of DCM Nouvelle Limited ("DCMNVL"/ the "Company"), together with the audited financial statements for the financial year ended March 31, 2023 and other accompanying reports, notes, and certificates.

1. Company Overview

DCM Nouvelle Limited, a leading manufacturer & exporter of 100% cotton carded and combed yarns in single and two-ply forms count range Ne 12s to 40s. The Company has a spindle capacity of 1,57,872 located at Hisar with approx. 3400 MT of monthly production.

2. Financial Highlights

The Company adopted Indian Accounting Standards ("Ind AS") from April 1, 2016, with transition date from April 1, 2015. Accordingly, the financial reports for current financial year 2022-2023 and previous financial year 2021-2022 have been prepared as per Ind AS reporting framework.

The financial highlights of the Company for the year ended March 31, 2023, are as follows:

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Total Revenue 87,032.76 91,763.55 87,023.96 91,763.55
Expenditure 84,654.63 75,336.82 84,906.82 75,350.53
Earnings before Interest, Depreciation, Tax and 3,993.26 18,286.41 3,740.77 18,266.70
Amortisation (EBITDA)
Interest & Finance Charge 616.32 617.36 621.94 617.36
Depreciation and amortisation charge 998.81 1,236.32 1,001.69 1,236.32
Profit/(Loss) before Exceptional Items and Tax 2,378.13 16,432.73 2,117.14 16,413.02
Exceptional Items 294.08 - 294.08 -
Profit/(Loss) after Tax 1,427.04 12,279.46 1,166.05 12,259.75
Other comprehensive Income/loss 13.58 (29.31) 13.58 (29.31)
Total comprehensive Profit/(loss) for the year 1,440.62 12,250.15 1,179.63 12,230.44

3. Dividend and Appropriations

In Considering the future needs of the Company for expansion and growth and to strengthen the financial position of the Company, your directors do not recommend any dividend for the financial year ended March 31, 2023. No appropriations are proposed to be made for the year under review.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy is disclosed in the Corporate Governance Report and is uploaded on the Companys website at weblink.

4. Reserves

The Board of Directors have decided to retain the entire amount of profit under Retained Earnings. Accordingly, your Company has not transferred any amount to General Reserves for the year ended 31 March, 2023.

5. Companys Performance

On a standalone basis, the revenue for FY 2023 was

870.33 crore, lower by 5.15 percent over the previous years revenue of 917.63 crore. The profit after tax ("PAT") attributable to shareholders for FY 2023 was 14.27 crore lower by 88.38 percent over the PAT of 122.79 crore in FY 2022.

On a consolidated basis, the revenue for FY 2023 was

870.24 crore, The profit after tax ("PAT") attributable to shareholders and non-controlling interests for FY 2023 was 11.66 crore lower by 90.49 percent over the PAT of 122.60 crore in FY 2022.

6. Change in the Nature of Business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2023.

7. Capital Structure

During the year under review, there has been no change in the capital structure of the Company. As on March 31, 2023 the Authorised Share Capital was

20,05,00,000/- and Paid-up capital was

18,67,77,490/-.

8. Material Changes and Commitments, affecting the Financial Position of the Company:

There were no material changes and commitments affecting the financial position of your Company between the end of FY23 and the date of this report, which could have an impact on your Companys operation in the future or its status as a "Going Concern".

9. Subsidiaries, Joint Ventures & Associates: 9.1. Details of Subsidiaries

As on 31 March 2023, the Company had 1 (One) Subsidiary only as detailed below:

Sr. No.

Name of Subsidiary Date of creation of interest Nature of interest/ percentage of shareholding Location

1.

DCM Nouvelle Specialty Chemicals Limited 02.02.2022 Subsidiary (76%) India

DCM Nouvelle Specialty Chemicals Limited (DCMSCL) was incorporated as a Public Limited Company on 02nd February 2022 under the Companies Act, 2013, having its registered office in New Delhi, India. DCMSCL is engaged, inter-alia, in the business of manufacturing of Specialty Chemicals. The Company holds 76% equity shares in DCMSCL.

During the FY 2022-23, DCMSCL entered into Lease agreement for 21 acres of Land with DMIC Vikram Udhyogpuri Ltd, Village Narvar, Ujjain, Madhya Pradesh for a term of Ninety-Nine years for manufacturing & processing Specialty Chemicals and performed Bhoomi Poojan for the construction of its new Chemical plant at the proposed site on 20th January 2023. During the year, construction on a new manufacturing facility started, and an R&D lab was set up at the proposed site. The Board of Directors of the DCMSCL decided to enter initially in multi-purpose Specialty Chemicals. The new facility is expected to be commissioned by the end of FY 2023-24. During the year, DCMSCL also raised 32.78 Crore from its existing shareholders i.e., DCM Nouvelle Limited and Mr. Hemant Bharat Ram and expected to raise further in the financial year 2023-24.

9.2 Financial Performance of Subsidiaries

Pursuant to Section 129(3) of the Act, a statement containing salient features of the Financial Statements of each of the subsidiaries in the prescribed Form AOC-1 is set out in Annexure-A to this report.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the Companys website at weblink.

10. Directors Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2022-23.

Accordingly, pursuant to Sections 134

(5) of the Act, the Board of Directors, to the best of its knowledge and ability, 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 and there are no material departures; b) they have 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 of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the Annual Accounts for the Financial Year ended March 31, 2023 on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Corporate Structure – Directors and Key Managerial Personnel

11.1 Board of Directors

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of Executive, Non-Executive, and Independent Directors. The Board of the Company has 7 (Seven) Directors comprising of 1 (One) Managing Director, 1 (One) Whole Time Director, 2 (Two) Non-Executive Non Independent Directors and 3 (Three) Independent Directors (including a Woman Director). The complete list of Directors of the Company along with their brief profile has been provided in the Report on Corporate Governance forming part of this Annual Report.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2022-2023 and the declaration in this respect appears elsewhere in the Annual Report.

11.2 Directors

Re-Appointment of Dr. Vinay Bharat Ram, As Whole Time Director.

During the year under review, Dr. Vinay Bharat Ram (DIN: 00052826), was re-appointed as Whole-Time Director for a period of 2 (two) years effective October 1, 2022 upto September 30, 2024.

Change in Designation of Mr. Rakesh Goel from Whole Time Director to Non-Executive Director.

During the year under review, Mr. Rakesh Goel, (DIN: 00226058) ceased to be a Whole Time Director of the Company with effect from 31st December 2022 and continued to be a Non-Executive Director of the Company w.e.f 01 January, 2023.

11.3 Key Managerial Personnel (KMP)

The following are the Whole-Time Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Hemant Bharat Ram, Managing Director,

2. Mr. Sandeep Kumar Jain, Chief Financial Officer and

3. Mr. Mohd Sagir, Company Secretary There has been no change in the KMPs during the year under review.

11.4 Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jitendra Tuli, Director of the Company shall retire by rotation at the ensuing Annual General Meeting. Mr. Jitendra Tuli, being eligible, has offered himself for reappointment. The Board recommends his appointment for your approval in the best interests of the Company. A Special resolution is proposed and forms part of the Notice seeking approval of the shareholders for his reappointment. The relevant details of Mr. Jitendra Tuli form part of the Notice convening 07th AGM.

11.5 Independent Directors

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under Section 149(6) of the Act and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors)

Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("IICA").

None of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March, 2023.

Refer Corporate Governance Report for detail of shareholding of directors. Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.

None of the Directors had any relationships inter se.

11.6 Familiarization Program for Independent Directors

In compliance with the requirements of Listing Regulations, the Company has put in place a framework for Directors Familiarisation Programme to familiarize the Independent Directors with their roles, rights and responsibilities, strategy planning, manufacturing process, subsidiaries business strategy, factory visit, CSR site visit, Amendments in law and Companys codes & policies. The details of the familiarisation programme conducted during the financial year under review are explained in the Corporate Governance Report. The same is available on Companys website and accessible through weblink.

11.7 Meetings of the Board of Directors

The details of composition of the Board, its committees, their meetings held and attendance of the Directors at such meetings are provided in the Corporate Governance Report, which is a part of this Report.

11.8 Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, performance of Board Committees and individual Directors pursuant to the provisions of the Act and the Listing Regulations. The performance of the Board, the Committees and individual Directors was evaluated by the Board after seeking inputs from all the Directors through a questionnaire wherein the Directors evaluated the performance on scale of one to five based on the following criteria: a) Criteria for Board performance evaluation includes degree of fulfilment of key responsibilities, Board structure and composition, establishment, and delineation of responsibilities to committees, effectiveness of board processes, information and functioning, board culture and dynamics, quality of relationship between the Board and the management. b) Criteria for Committee performance evaluation includes degree of fulfilment of key responsibilities, adequacy of committee composition, effectiveness of meetings, committee dynamics, quality of relationship of the committee with the Board, and the management. c) Criteria for performance evaluation of Individual Directors includes fulfilment of the independence criteria as specified in the Listing Regulations and their independence from the management, attendance, contribution at meetings, guidance, support to management outside Board/ Committee meetings. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The NRC also reviewed the performance of the individual directors.

In a separate meeting of Independent Directors, performance of Non-Independent Directors and performance of the Board was evaluated, views of the Non-Executive Directors were also taken.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Directors to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its committees and individual directors were also discussed.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

11.9 Committees of the Board

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Act & Listing Regulations read with rules framed thereunder viz. a) Audit Committee: b) Nomination and Remuneration Committee; c) Stakeholders & Finance Facilitation Committee; d) Corporate Social Responsibility; and e) Risk Management Committee.

The Composition of all above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

11.10 Audit committee

The Audit committee of the Board of Directors of the Company comprises of 4 (Four) members namely:

Sr. No.

Name of the Director Category Designation
1 Mr. Kulbir Singh Non-Executive, Independent Chairman
2 Dr. Meenakshi Nayar Non-Executive, Independent Member
3 Mr. Rakesh Goel Non-Executive, Non-Independent Member
4 Mr. Vivek Chhachhi Non-Executive, Independent Member

The Committee comprises of majority of Independent Directors. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

12. Auditors and their Report 12.1 Statutory Auditors

M/s Walker Chandiok & Co LLP, Chartered Accountants, with Firm registration number 001076N/N500013, have been appointed as Auditors of the Company to hold office for a period of five years commencing from the conclusion of 4th Annual General Meeting until the conclusion of the 9th Annual General Meeting of the Company. The observations of the Auditors in their report on Accounts and the Financial Statements, read with the relevant notes are self-explanatory. The Audit Report does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under.

12.2 Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

The Board had appointed, M/s. KG Goyal & Associates Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended March 31, 2023. The Cost Auditor has given the Cost Audit Report for the financial year ended March 31, 2023, and the Cost Audit

Report does not contain any qualification, reservation, or adverse remark.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, re-appointed M/s. KG Goyal & Associates Cost Accountants, to audit the cost accounts of the Company for the financial year ending March 31 2024 on a remuneration of

60,000/- plus GST & out of pocket expenses, if any.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Members ratification for the remuneration payable to M/s. KG Goyal & Associates, Cost Accountants for the financial year ending March 31 2024, is proposed in the Notice convening the Annual General Meeting.

12.3 Secretarial Auditors

The Board had appointed M/s Pragyna Pradhan and Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed as Annexure-B and forms an integral part of this Report During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. covered under the Secretarial Audit. The

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

12.4 Internal Auditors

Your Directors, during the year under review, appointed M/s A. Gandhi & Associates, Chartered Accountants, Chandigarh (Firm Registration No.007023N), to act as the Internal Auditors of the Company for the financial year 2022-23 pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

12.5 Auditors Report and Secretarial Audit Report

The Statutory Auditors report and the Secretarial Auditors report do not contain any qualifications, reservations, or adverse remarks or disclaimer.

Policies And Procedures 13.1 Appointment Policy

The Companys policy on appointment of directors is available on the Companys website at weblink.

13.2 Remuneration Policy

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and for determining their remuneration. The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on Companys website and accessible through weblink.

13.3 Risk Management

Pursuant to Regulation 21 of Listing Regulations, the Board of Directors of the Company had constituted a Risk Management Committee on December 20, 2022, to frame, implement and monitor the risk management plan for the Company. The Committee comprises of Managing Director, one Independent Director and one Non-Executive Non-Independent Director.

The scope of Risk Management Committee includes monitoring and reviewing the risk management plan and ensuring its effectiveness.

The Audit Committee will have additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management framework which ensures that the Company is able to carry out identification of elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company, has been covered in the Management Discussion and Analysis, which forms part of this Report.

13.4 Internal Financial Control Systems and their Adequacy

The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year under review, such controls were operating effectively, and no material weaknesses were observed.

13.5 Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism in the form of Whistle Blower Policy for directors, employees, and other stakeholders of the Company to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct or other policies of the Company, details of which are provided in the Corporate Governance Report, which form part of this report. As a requirement of Code of Conduct of the Company, all stakeholders are also provided access to Whistle Blower mechanism. The policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and provides for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy is available on Companys website and accessible through weblink.

13.6 Corporate Social Responsibility (CSR)

DCM Nouvelles CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Companys website and accessible through weblink.

13. Transactions With Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions and the same can be accessed on the Companys website and accessible through weblink.

All Related Party Transactions, that were entered into during the Financial Year under review, were on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the

Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - D in Form AOC - 2 and forms part of this Report.

14. Particulars of Loans, Guarantees and Investments

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 44 of the Standalone Financial Statements.

15. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction, in case of any reported incidence of sexual harassment across the Companys offices and take appropriate decision in resolving such issues.

Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee as required under the said act.

During the year under review, the Company did not receive any complaints on sexual harassment.

16. Details of application made or proceeding pending, if any under the insolvency and bankruptcy code, 2016

Nil, during the year under review.

17. 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

Nil, during the year under review.

18. Event Occurred After Balance Sheet Date

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2023.

19. Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [E] to this report. In accordance with the provisions of Sections 197(12)

& 136(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the list pertaining to the names and other particulars of employees drawing remuneration in excess of the limits as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in Annexure [F] to this report.

20. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure – G and forms part of this Report.

21. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operation in future

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in the future.

22. Industrial Relations

The Industrial Relations scenario continued to be cordial during the year under review.

23. Deposits

The Company has not accepted any deposits from public, during the year under review, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. No amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. Extract of annual return

Pursuant to the provisions of Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the said Act, the Annual Return containing details as of March 31, 2023, is available on the Companys website and accessible through weblink.

25. Compliance with secretarial standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

26. Credit rating

Please refer to ‘Corporate Governance Report for details.

27. Frauds reported by the auditors

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

28. Business Responsibility & Sustainability Report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Market Capitalisation of the Company as on March 31, 2023. Your Company does not fall into top 1000 Listed entities. However, the Risk Management Committee recommended to the board that it voluntarily adopt the BRSR disclosures for the financial year 2022–2023; as a result, the BRSR was integrated into our Annual Report.

29. Corporate Governance Report

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) of Listing Regulations is presented in a separate section forming part of the Annual Report.

31. General

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to: a) issue of equity shares with differential rights as to Dividend, voting or otherwise; b) issue of shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employee Stock Options Schemes referred to in this Report; c) raising of funds through preferential allotment or qualified institutions placement;

32. Cautionary Statement

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ

33. Green Initiatives

The Company is concerned about the environment and utilizes natural resources in a sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17/2011 and 18/ 2011, dated 21 April 2011 and 29 April 2011, respectively, had allowed companies to send official documents to their shareholders electronically as a part of its green initiatives in corporate Governance. The Ministry of Corporate Affairs vide its circular dated 08 April 2020, 13 January 2021, 12 December

2021, 14 December 2021, 05 May 2022, and 28 December 2022 has allowed the Company to conduct their AGM through Video Conferencing or other Audio Visual Means. Hence, in order to ensure the effective participation, the members of the Company are requested to update their email address for receiving the link of e-AGM. Further, in accordance with the said circular, Notice convening the 07th Annual General Meeting, Audited Financial Statements, Boards Report, Auditors Report and other documents are being sent to the email address provided by the shareholders with the relevant depositories. The shareholders are requested to update their email addresses with their depository participants to ensure that the Annual Report and other documents reaches on their registered email ids.

34. CEO And CFO Certification:

As required under Regulation 17(8) of the SEBI Listing Regulations, the CEO and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March, 2023. Their Certificate is annexed to this Directors Report.

35. Appreciation

Your Directors take this opportunity to thank, the employees, customers, vendors, investors of the Company and the communities in which the Company operates, for their unstinted co-operation and valuable support extended during the year. Your Directors also thank the Government of India, Government of various States in India and government departments / agencies concerned for their co-operation.

Your Directors appreciate and value the contributions made by each and every member of the DCM Nouvelle family.

For and on behalf of the Board
Dr Meenakshi Nayar

Place: New Delhi

Chairperson

Date: 21.07.2023

DIN: 06866256

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