DCM Shriram Industries Ltd Directors Report

The Directors have pleasure in presenting the Annual Report and the Audited Financial Statements of your Company for the year ended 31st March 2024 together with the Reports of the Auditors and the Board of Directors thereon.

Economic scenario

Despite uncertainty from adverse geo-political developments and expansionary physical measures taken during the Covid-19 pandemic, the Indian economy has demonstrated resilience and maintained healthy macro-economical fundamentals. The Country?s GDP took a big leap in the 3rd quarter of the fiscal 2024, achieving a remarkable growth rate of 8.4%, surpassing all expectations. The global economy is losing steam, with growth slowing in some of the most resilient economies and high frequency indicators pointing to further leveling in the period ahead. In this scenario, Indian economy is a shining example of resilience. It is hoped that the ongoing general election will present a stable Government so as to sustain the momentum in economic growth. India will likely see improved capital flows boosting private investment and a rebound in exports. Inflation concerns remain, which may ease only in the later half of the financial year 2024-25. The measures being taken by the Government to contain fiscal deficit is yielding results. The geo-political conflicts going on in Europe and West Asia, though so far localized, can have wider ramifications impacting world economy. Solutions are elusive, in spite of efforts by global forums representing the comity of nations. This is an area of concern.

Financial Summary

The Company achieved a turnover of Rs. 2105 cr against Rs.2368 cr. in the previous year. The gross profit at Rs. 210.72 cr is substantially higher than Rs.126.19 cr in the previous year. Net profit at Rs. 114.94 cr

(Rs.60.26 cr in the previous year) is the highest ever.

Appropriation and Dividend

The Board of Directors had recommended an interim dividend of Rs.2.00 (100%) per equity share of Rs. 2 for the year 2023-24 in the Board meeting held on 28.03.2024, which was paid in April,2024. Interest rates are going up and the economy may decelerate. Considering this, the need for conserving resources for debt servicing and possible expansion / modernization of operations, as a conservative measure, the Board of

Directors did not recommend any final dividend for the year.

The closing balance of the retained earnings of the Company, after accounting for the dividend for the year

2023-24, amounting to Rs. 597.22 cr, was carried forward in the P & L Account which includes the net profit of Rs. 114.94 cr for the year 2023-24. The Dividend Distribution Policy of the Company as approved by the Board is available on the Company?s website at the following web link: https://dcmsr.com/wp-content/uploads/2022/08/Dividend-Distribution-Policy.pdf

Auditors? Report

There are no qualifications, reservations, adverse remarks or disclaimer in the Auditors? Reports to the

Members on the Annual Financial Statements for the year ended on 31.03.2024.

The Auditors have not reported any fraud pursuant to Section 143(12) of the Companies Act, 2013.

Secretarial Audit Report

M/s. Chandrasekaran Associates, Company Secretaries, carried out the Secretarial Audit for the year 2023-24 pursuant to Section 204 of the Companies Act, 2013. A copy of their Report in Form MR-3 as per Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as

Annexure 1. There is no qualification in the Report.

THE STATE OF COMPANY?S AFFAIRS

Sugar

The global sugar market attained a consumption volume of about 180.31 million tons in 2023. The market is projected to grow at a CAGR of 1% between 2024 and 2032, reaching a volume of 197.19 million tons by

2032. The food and beverage sector maintains its dominance in the market due to the rising use of sugar in processed foods. The pharma and personal care sectors are also witnessing rise in sugar consumption. Currently, International sugar prices are projected to be supported by continuously rising crude oil prices and deteriorating weather outlook coupled with rising demand.

As per the latest estimates India is expected to produce 32 million tons of sugar in the current season (October 2023 – September 2024) after accounting for reduction of 2 million tons of sugar diverted towards ethanol via sugarcane juice/ B-heavy molasses, as against 29 million tons of estimated domestic consumption of sugar.

As a measure to ensure sufficient availability of sugar for domestic consumption at a reasonable price government restricted sugar export for sugar season 2023-24 against 6.1 million tons of sugar allowed for sugar season 2022-23. This move, the first of its kind in seven years, was caused by a combination of factors including a decline in sugarcane production due to erratic monsoon rains, rising domestic prices and government?s effort to curb inflation.

Restriction on export could lead to a surplus of sugar in domestic market potentially depressing prices and impacting the profitability of sugar mills. Additionally higher sugar stock with mills will consequently increase the carrying cost in terms of Interest paid on higher working capital. The Government of India has been implementing Ethanol Blended with Petrol (EBP) programme and has fixed the target of 20% blending of ethanol with petrol by 2025. In ESY 2022-23, the country achieved 12% blending and ESY 2023-24, the country had aimed to achieve ethanol blending target of 15%. However, it appears inevitable that the performance will fall short of this target. With lower availability of molasses-based feedstock, and poorer availability of crops like rice and maize, maintaining 12% blending appears to be a challenge in ESY 2023-24.

The government having allowed only 2 million tons of sugar diversion towards ethanol production for sugar season 23-24, coupled with higher sugar stock led to moderation in sugar prices. Industry observes that although government has a focus on the ethanol blending program, any relaxation is likely only if sugar surplus is in line with the opening sugar stock estimates of 2024-25 sugar season.

For Sugar season 23-24 State government has hiked the state advised price for cane by Rs.20 per qtl. Such an increase in price is expected to reduce the profitability of sugar mills as government has not increased

MSP of sugar correspondingly which since 2018 is at Rs.3100/qtl. OMCs increased the procurement price for C-heavy ethanol from Rs 49.41 to Rs 56.28 per ltr, and keeping the ethanol from B heavy and Juice unchanged at Rs 60.73 per ltr and Rs 65.61 per ltr., respectively.

During FY 23-24, DSW produced 2.273 lac MT of sugar by crushing 21.17 lac MT cane. The sugar recovery at 10.74% is higher than last year?s 9.40% due to 17.14 lac MT cane crushed on C heavy basis and 4.03 lac MT cane crushed on B heavy basis. Sugar production for FY 22-23 stood at 2.178 lac MT by crushing

23.18 lac MT cane. The recovery is on higher side in comparison to last financial year mainly due to weather conditions and preventive measures taken to control unexpected crop diseases.

Coming to distillery operations, DSW produced 30650 KL of alcohol during FY 2023-24. Out of total cane crushed only 19% crush was done on B heavy basis, molasses stock as on 31st March 2024 was 4.71 lac qtl against 5.88 lac qtl as on 31st March 2023. Considering the lower molasses stocks, alcohol production will be lower in the FY 2024-25 in comparison to FY 2023-24.

Around 60% of levy molasses will be used in the Unit?s country liquor plant and remaining molasses will be converted to ENA and sold to country liquor bottlers.

This season, the Unit operated sugar factory on 100% C heavy basis as compared to last year?s 100% B heavy basis, keeping in view better profitability on sugar realization.

Rayon

Shriram Rayon?s performance continued to be satisfactory. The Unit achieved higher sales turnover and profit during the year on account of favourable exchange rates and continued cost control measures.

Expansion of the rayon capacity and installation of new Dipping Unit have become handy for meeting expanded demand of the value-added products.

The conflicts in Europe, West Asia and Red Sea crisis resulted in higher logistic cost and increase in transit time. The prices of raw materials and energy cost are expected to go up from current level in the current year. Efforts will be made to offset such increase with improved sales realization. The Unit manufactures Nylon Chafer Fabric which is sold mainly to domestic tyre companies. Carbon Disulphide is also produced for captive consumption and sale in domestic market. These products are also well received in the market. The Unit?s efforts in using agrofuel to replace fossil fuel has succeeded. More energy conservation measures are being adopted considering the increase in the cost of agro fuel. The Unit continued to receive appreciations and awards from various forums for its highest export in the segment, business excellence and best employer etc. Shriram Rayons continued to adhere to highest standards in quality and in management systems for which it was recognised by international certification bodies. The effluent and emission control facilities with real time monitoring are maintained and continuously upgraded to comply with the norms. All efforts are on to reduce, reuse and recycle effluents.

Chemicals

The Chemical business showed a consistent performance in spite of a global slowdown and demand slump in multiple sectors of the industry.

The worldwide Agro-chem sector especially remained subdued due to geopolitical tensions and lingering effects of over-capacity and slow-moving material in supply pipelines.

The Unit?s focus remained on maintaining market share and optimizing realizations wherever possible resulting in profitability in line with budgets, despite lower revenues.

The input prices remained volatile but at lower levels than last year. The Pharma sector demand improved and helped compensate for lower realizations from Agro inputs. Focus has been to work with lower inventories and process optimization. Overall costs were kept under control and some minor debottlenecking was done based on demand.

Engineering Projects

Defence Equipment Manufacturing business is moving forward. Defence related projects usually have long gestation periods, and the Company is pursuing the projects identified with zeal and determination.

Light Bullet Proof Vehicles (LBPV), which had undergone stringent tests and trials are ready for manufacture. The investment and technology arrangement with Zyrone Dynamics for UAV business is on course. The Company has so far paid three tranches for subscription to 9797 shares representing 14.04% in ZD. On its part ZD commenced development of the Minimum Viable Product of Variable Volume Concept UAV Platform, which is in an advanced stage and is expected to be ready in a couple of months. The Company and an Israeli partner have signed a MOU to make Counter Drone Systems in India. All existing inquiries for the Counter Drone Systems in India are being routed through our Company. The Company is continuously improving our products and aggressively pursuing sales leads in India and abroad. We have started supply of a UAV components to the defence organizations and educational institutions. We hope to continue participating in these tenders in the future.

A fully integrated plant for Defence equipment manufacturing is being set up.

Material changes and commitments

No material changes or commitments have occurred between the end of the financial year to which the financial statements relate and the date of this Report, affecting the financial position of the Company.

Subsidiary/ Associate Companies

The Company has three non-material wholly owned subsidiaries, viz. Daurala Foods & Beverages Pvt. Ltd., which is not carrying on any operations presently, DCM Shriram Fine Chemicals Limited (DSFCL), incorporated in September 2021 and DCM Shriram International Limited (DSIL), incorporated in September 2022, both of which are yet to commence business. The Board has approved a Scheme of Arrangement which inter alia provides for transfer of two business verticals of the Company, viz. Chemicals and Rayons (including Engineering Projects Section) to DSFCL and DSIL, respectively. The draft Scheme is presently under consideration of BSE and NSE. DCM Hyundai Limited is an associate company. The required information regarding the performance and financial position of the subsidiaries and associate company are given in Form AOC - I as annexure to the Annual Financial Statements for the year ended 31.03.2024. There has been no change in relationship of subsidiaries/ associate company during the year.

Annual Return

A copy of Annual Return for the year 2022-23, is available on the Company?s web link https://dcmsr.com/wp-content/uploads/2023/09/Annual-Return.pdf The Annual Return for the year 2023-24 will be uploaded after filing with the Registrar of Companies in due course.

BOARD MEETINGS AND DIRECTORS Meetings of the Board

During the year 2023-24 six board meetings were held. The dates of the meetings, attendance, etc., are given in the Corporate Governance Report annexed hereto.

Declaration u/s 149(6) of the Act

All the Independent Directors (IDs) have given declarations u/s 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation.

The Directors of the Company have also confirmed that they were not disqualified to be appointed as directors as per Section 164(2) of the Companies Act, 2013 and that they have not been debarred by SEBI or any other statutory authority to hold an office of director in a company.

Policy on Board Diversity

The Board of Directors in its meeting held on 30.05.2016 had approved a Policy on Board Diversity, recommended by the Nomination & Remuneration Committee (NRC) as required under the SEBI (LODR) Regulations, 2015. A copy of the same has been posted on the Company?s weblink – https://dcmsr.com/wp-content/uploads/2021/04/Policy-BoardDiversity.pdf

Directors Appointment and Remuneration

Appointment of directors on the Board of the Company, except nominee director, is based on the recommendations of the Nomination & Remuneration Committee. NRC identifies and recommends to the

Board, persons for appointment on the Board, after considering the necessary and desirable competencies. NRC also considers positive attributes like integrity, maturity, judgement, leadership position, time and willingness, financial acumen, management experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, etc.

Independent Directors should fulfill the obligations of independence as per the Act and Regulation 25 of the SEBI (LODR) Regulations, 2015 in addition to the general criteria stated above. All the Independent Directors of the Company are enrolled in the Databank of IDs maintained by Indian Institute of Corporate

Affairs, an entity under the Ministry of Corporate Affairs. Their registrations are renewed when due. It is ensured that a person to be appointed as a director has not suffered any disqualification under the Act or any other law to hold such an office.

The directors of the Company are paid remuneration as per the Remuneration Policy of the Company, the gist of which is given under the heading Remuneration Policy? as part of this Report. The details of remuneration paid to the directors during the year 2023-24 are given in the Corporate Governance Report forming part of this Report.

Changes in Directors or KMPs

There has been no change in the composition of the Board of Directors or KMPs during the year except that Smt. Mini Ipe, LIC Nominee, resigned from the Board on withdrawal of her nomination by LIC effective from 03.01.2024. LIC has nominated Shri Kamal Kumar, Zonal Manager, in her place effective from 15.03.2024. Shri Vineet Manaktala, Director, retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible offers himself for reappointment. An item has accordingly been included in the Notice for the ensuing Annual General Meeting.

The term of office of Shri P.R. Khanna, Shri Ravinder Narain, Shri S.B. Mathur and Shri S.C. Kumar, Independent directors, expired on 31.03.2024 on completion of two consecutive terms of five years each.

The Board of Directors have appointed Shri Suman Jyoti Khaitan and Shri Harjeet Singh Chopra as Independent Directors and Shri S.B. Mathur as a director liable to retire by rotation w.e.f. 01.04.2024. Shri S.B. Mathur has been appointed as the non-executive chairman of the Board effective from the said date. These appointments have been approved by the shareholders through postal ballot/ e-voting process.

Annual Evaluation of Board and Directors

As required under the Act and the SEBI (LODR) Regulations, 2015, evaluation of the performance of the Independent Directors, non-executive director, Board as a whole, Executive Directors, the Chairman and the Committees during the year 2023-24 was carried out by the Board of Directors, based on the criteria laid down by the NRC in the year 2017, in the meeting held on 28.03.2024. A copy of the criteria for evaluation? is annexed as Annexure 2 hereto. Based on the criteria, the Board reviewed the performance of the Board as a whole, particularly structure, quality of deliberations in the meetings, functions, performance of the management and feedback etc. The Board also reviewed the performance of the Committees, Chairman and Directors. The Board?s observations are as under:

- Appreciated the all-round performance and good results during the year 2023-24.

- The Board continued to adhere to highest standards in all areas, and the performance was constructive and met the test of objectivity in achieving the goals of the Company.

- The Committees carried out their functions according to the requirements mandated under the Companies Act/ SEBI Regulations, pursuant to which they were constituted, effectively. The Board particularly appreciated the Audit Committee which met regularly and acted as a watch dog in matters concerning finance, RPTs and internal financial controls.

- The directors individually including IDs have given very valuable inputs/ contribution in achieving the goals of the Company. It was noted that the Executive Directors continued to perform with utmost responsibility in achieving the operating targets and the IDs and other directors contributed by providing valuable inputs and guidance.

- The IDs individually and collectively functioned constructively in the best interest of and beneficial to the Company and the stakeholders.

- The IDs adhered to the Code of Independence as per Schedule IV of the Act and to the restriction regarding pecuniary relationship with the Company during the period under evaluation.

The IDs in a separate meeting held on the same day prior to the Board Meeting, reviewed and evaluated the performance of non-Independent Directors.

The IDs also reviewed the quality, quantity and timeliness of flow of information between the Company management and the Board, which are necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation by the Board and the Independent Directors did not find any matter requiring follow up action except the delay in generating revenue by the Engineering Projects Section.

Directors? Responsibility Statement

As required under Section 134(3)(c) of the Act, 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 or 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; 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.

Internal Financial Controls

A comprehensive and effective internal financial control system is followed by the Company at all its establishments. This is further strengthened by an internal audit process under the overall supervision of the Audit Committee of the Board. Services for internal audit are outsourced. Qualified and experienced professionals are engaged to ensure effective and independent evaluation of, inter alia, the internal financial controls. The Audit Committee lays down the schedule for internal audit. Internal audit reports are placed before the Committee with management comments. Suggestions are implemented and reported to the Audit Committee. Apart from the above, an effective budgeting and monitoring system is also in place. Budgets are reviewed by Audit Committee and approved by the Board. The operating results are compared and monitored with the approved budgets periodically. An Executive Committee comprising of senior management team meets every month, reviews all aspects of operations and chalks out remedial measures and strategies, regularly. Monthly operations review reports comparing budgets with actual performances are placed before the Executive Committee for internal assessment and also before the Board on a quarterly basis.

An effective communication/ reporting system operates between the Units, Divisions and Corporate Office to keep various establishments abreast of regulatory changes and ensure compliances.

To further strengthen the Internal Financial Controls and business transformation through digitization, the Company has implemented an advanced SAP S/4 HANA in all business segments, which is working well.

Loans, Guarantees and Investments

The particulars of loans given by the Company are given in Note no. 15 of the Standalone Financial Statements for the year ended 31.03.2024. The Company has not made any investment or provided any guarantee covered u/s 186 of the Companies Act, 2013, during the year except surplus funds placed in liquid funds of Mutual funds on short term basis and the funds provided to DCM Shriram Fine Chemicals Limited, a wholly owned subsidiary, incorporated to explore and set up a fine chemicals plant at Dahej, Gujarat.

Related Party Transactions

There has been no materially significant related party transaction between the Company and the Directors, Key Management Personnel, the subsidiary, or the relatives except for those disclosed in the financial statements – Note No.45 of Notes to Accounts, which are at arm?s length basis and not material. Accordingly, Form AOC -2 does not form part of this Report. The Board had framed a Policy on Related Party Transactions which is revised in line with the legal requirements. A copy of the same is placed on the Company?s weblink: https://dcmsr.com/wp-content/ uploads/2022/02/Policy-on-Related-Party-Transactions.pdf

CSR Activities

Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, an Annual Report on CSR activities in the prescribed proforma is annexed – Annexure 3. The Company was required to spent Rs.183.41 lakh, being 2% of the average net profits of the preceding 3 years during the year under review which have been fully utilized. The CFO has confirmed to the Board that funds mandated were spent as per approval of the CSR Committee and Board.

Risk Management

As the Company has become one of the top 1000 companies, based on market capitalization (993) as on 31.03.2022, the Company inter alia was required to constitute a Risk Management Committee, comprising of Directors and Senior Personnel. Accordingly, the Board constituted a Risk Management Committee in the meeting held on 30.05.2022 and also laid down a Risk Management Policy as required under Regulation 17 of SEBI (LODR) Regulations, 2015 on 08.08.2022. The Committee is required to oversee the implementation of risk management measures and report to the Board through Audit Committee. The Committee met twice during the year 2023-24.

The Board of Directors in its meeting held on 30.01.2006 undertook a comprehensive review of the risk assessment and minimization procedures/ policies followed by the Company at its various operations. While taking note of the same, the Board laid down that a half yearly status report of the risk assessment and steps taken to minimize the risks be placed before the Board. Such a report in respect of all the operations of the Company is now being placed before the Board through the Risk Management and the Audit Committees.

In view of the diversified business, there are no significant elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Board of Directors while reviewing the existing risk assessment procedures, laid down a Risk Management Policy.

Public Deposits

Details relating to deposits, covered under Chapter V of the Act: i) Accepted during the year: - Nil ii) Remained unclaimed as at the end of the year: - Nil (There is no deposit claimed but not paid) iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-a) At the beginning of the year b) Maximum during the year } Nil c) At the end of the year iv) The details of deposits which are not in compliance with the requirements of Chapter V of the Act: - Nil

Significant Material Orders Passed by Regulators or Courts or Tribunals

No significant orders have been passed by any Regulators, Courts or Tribunals during the year impacting the going concern status and Company?s operations in future.

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

The required information as per Rule 8 (3) A, B & C of Companies (Accounts) Rules, 2014 is annexed –

Annexure 4. REMUNERATION POLICY

The Board of Directors in its meeting held on 14.08.2014 had laid down a Remuneration Policy as recommended by the Nomination & Remuneration Committee (NRC) relating to remuneration of the Directors, Key Managerial Personnel (KMP), Sr. Management Personnel (SMP) and other employees of the Company. The Remuneration Policy is in accordance with Section 178 of the Act and the Rules made there under. The Policy was revised by the Board in its meeting held on 29.10.2019 on recommendations of the NRC. The Remuneration Policy is posted on the Company?s weblink. https://dcmsr.com/wp-content/ uploads/2021/04/remuneration-policy.pdf The salient features of the Policy are given below: i. Guiding principle

The guiding principle of the Policy is that the remuneration and other terms of employment should effectively help in attracting and retaining committed and competent personnel. The remuneration packages are designed keeping in view industry practices and cost of living. ii. Directors

Non-executive directors are paid remuneration in the form of sitting fees for attending Board/ Committee meetings as fixed by the Board from time to time subject to statutory provisions. Presently sitting fee is Rs.60,000 per Board meeting and Rs.30,000 per Committee meeting. In addition, Non-executive

Directors are to be paid commission on profits of up to 1% of the net profit of the Company, computed in the manner laid down u/s 198 of the Companies Act, 2013, in such amount and proportion as may be decided by the Board of Directors. Remuneration of Executive Directors (Whole-time Directors) including Managing Director(s) is fixed by the Board of Directors on the recommendation of the NRC, subject to the approval of the shareholders. The NRC, while recommending the remuneration, considers pay and employment conditions in the industry, merit and seniority of the person and paying capacity of the Company.

The remuneration, which comprises of salary, perquisites, performance-based reward/profit-based commission and retirement benefits as per Company Rules, is subject to the limits laid down under the Companies Act, 2013.

iii. Key Managerial Personnel and Sr. Management Personnel

Appointment, remuneration and cessation of service of Key Managerial Personnel are subject to the approval of the NRC and Board of Directors. Appointment and cessation of service of Sr. Management Personnel are approved by the Senior Managing Director on the recommendation of the concerned Executive Director, keeping in view the Remuneration Policy.

iv. Other employees

The remuneration of other employees is fixed from time to time by the Management as per the guiding principle laid down in the Remuneration Policy and considering industry standards and cost of living.

In addition to salary, they are also provided perquisites and retirement benefits as per schemes of the Company and statutory requirements, where applicable.

Managerial Remuneration

The information required as per Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to remuneration of Directors, KMP and comparisons are annexed –

Annexure 5. It is affirmed that the remuneration is as per the Remuneration Policy of the Company.

Statement of particulars of the top ten employees in terms of remuneration including employees who were in receipt of remuneration which was not less than Rs.102 lakh or more per annum in aggregate during the year 2023-24 is annexed – Annexure 6.

Audit Committee

The Audit Committee presently comprises of six members including four IDs, one Non-Executive Director and one Executive Director. Smt. V. Kavitha Dutt (ID) is the Chairperson and Shri Sanjay C. Kirloskar, Shri Suman Jyoti Khaitan, Shri Harjeet Singh Chopra, (IDs), and Shri S.B. Mathur (non-ID) and Shri Shri Madhav B. Shriram, Managing Director are Members. There was no instance of the Board not accepting the recommendation of the Audit Committee.

Vigil Mechanism

Pursuant to Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, 2015, the Board of Directors, on the recommendation of the Audit Committee, adopted a Vigil Mechanism (Whistle Blower Policy). The revised Policy has been circulated among the employees and also has been put on the weblink of the Company: https://dcmsr.com/wp-content/uploads/2021/04/whistleblower-policy.pdf The Policy provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct or policies. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

Share Capital

During the year, the Company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares. The Company has not made any public offer of shares during the year.

Statutory Auditors

As per Section 139 of the Companies Act, 2013, a firm of auditors can be appointed as Statutory Auditors for two terms of five year each. Accordingly, the shareholders in their meeting held on 08.08.2022 had reappointed M/s B S R & Co., LLP, Chartered Accountants Gurugram (Firm Registration No.101248W/

W100022), whose first term of 5 years expired at the conclusion of the AGM in 2022, for another term of 5 years to hold office till the conclusion of the AGM in the year 2027.

Cost Auditors

M/s Ramanath Iyer & Co., Cost Accountants, (Regn No.13848), 808, Pearls Business Park, Netaji Subhash Place, Pitampura, Delhi – 110034, who were appointed as Cost Auditors of the Company for the year 2022-

23, submitted the Cost Audit report, due for filing on or before 11.09.2023, to the Central Government on 23.08.2023. They have been reappointed as Cost Auditors for the year 2024-25. A resolution for ratification of their remuneration for the year 2024-25, as required under the Companies Act, 2013, forms part of the Notice convening the ensuing AGM.

The Company maintains cost records as specified by the Central Govt. under sub- section (1) of Section 148 of the Companies Act, 2013.

Corporate Governance

Reports on Corporate Governance and Management Discussion & Analysis are annexed – Annexure 7.

Anti-Sexual Harassment Policy

Pursuant to the "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013", the Company constituted Internal Complaints Committees at all its workplaces. There has not been any instance of complaint reported in this regard to any of the Committees during the year. The Committees were reconstituted effective from 01.07.2023 for 3 years. The Company periodically review the policy and submit a status report annually to the Competent Authority under Section 22 of the said Act.

Applicability of IBC Code

Neither any application was made, nor any proceedings were pending under the IBC Code during the year.

One Time Settlements

The Company has not entered into any one-time settlement of debt during the year under review.

DISCLOSURE UNDER SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meeting of the Board of Directors? and ‘General Meetings?, respectively, have been duly followed by the Company.

Acknowledgment

The Directors acknowledge the continued co-operation and support received from the banks and various government agencies, and all our business associates. The Directors also place on record their appreciation of the contribution made by employees at all levels. Their conduct and support are of utmost in achieving the Company?s objectives targets.

For and on behalf of the Board

	(Madhav B. Shriram)	(Alok B. Shriram)
	DIN: 00203521	DIN: 00203808
	Managing Director	Sr. Managing Director & CEO
Place: New Delhi
Date: 27th May, 2024