dcw ltd share price Directors report


To,

The Members, DCW Limited

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

1. Financial Highlights

( Rs. in lakhs)

1 Particulars

31-03-2023 31-03-2022

Net Sales

263379.58 245473.50

Profit before Depreciation

31769.48 21786.76

Less: Depreciation

9015.59 8852.59

Profit Before Tax/(Loss) before exceptional item

22753.89 12934.17

Add: Exceptional item

4687.46 1390.80

Profit Before Tax/(Loss)

27441.35 14324.97

Tax: Current Period

4850.00 2600.00

Earlier Year Tax

- (162.63)

MAT Credit (Entitlement) / Reversals - Net

(4782.24) (2555.81)

Profit/(Loss) After Current Tax &Tax Adjustments

27373.59 14206.53

Deferred Tax

8175.60 3692.79

Profit after Tax/(Loss)

19197.99 10750.62

Add: Balance brought forward

21692.73 10942.11

Profit available for Appropriation

40890.72 21692.73

Appropriations:

General Reserves

- -

Proposed Dividend

1770.93 -

Dividend Distribution Tax

- -

Balance carried forward

39119.79 21692.73

2. Dividend

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

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

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

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

The dividend recommended is in accordance with the Companys Dividend Distribution Policy.

3. Transfer to Reserves

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

4. Transfer to Investor Education and Protection Fund

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

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

5. Fund Raising

Conversion of Warrants to Equity Shares

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

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

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

6. Debentures

Conversion of Optionally Convertible Debentures

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

Redemption of NCDs and OCDs

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

2022.

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

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

7. Share Capital

Consequent upon the above allotments of the Equity Shares, the paid-up Equity Share Capital of the Company has increased from Rs. 52,20,60,742/- (Rupees Fifty Two Crore Twenty Lakh Sixty Thousand Seven Hundred Forty Two only) consisting of 26,10,30,371 (Twenty Six CroresTen LakhsThirty Thousand Three Hundred Seventy One) Equity Shares of Rs. 21- each to Rs. 59,03,10,034/- (Rupees Fifty Nine Crore Three Lakh Ten Thousand Thirty Four only) consisting of 29,51,55,017 (Twenty Nine Crores Fifty One Lakhs Fifty Five Thousand Seventeen) Equity Shares of Rs. 2/- each.

During the year under review, there was no change in Authorised Share Capital of the Company. As of March 31, 2023, the Companys Authorised Share Capital stood at Rs. 70,00,00,000/- (Rupees Seventy Crore) comprising of 35,00,00,000 (Thirty Five Crores) Equity Shares having face value of Rs. U- each.

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

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

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

i. Ms.Vibha Swarup

ii. Ms. Divyaa Kummar

iii. Kalpataru Botanical Gardens Private Limited

8. Operations

The sales for the year are Rs. 2,63,379.58 lakhs compared to Rs. 2,45,473.50 lakhs in the previous year. The profit for the year (before depreciation and exceptional item) was Rs. 31,769.48 lakhs against a profit of Rs. 21,786.76 lakhs in the previous year. The profit before tax amounted to Rs. 27,441.35 lakhs as against profit of Rs. 14,324.97 lakhs in the previous year. The profit after provision of current tax/taxes for the year is Rs. 27,3 73.59 lakhs against a profit of Rs. 14,206.53 lakhs in the previous year and Profit after deferred tax was Rs. 19,197.99 lakhs against profit of Rs. 10,750.62 lakhs in previous year.

9. Exports

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

10. Division Wise Performance

a) PVC Division:

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

b) Caustic Soda Division:

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

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

c) Soda Ash Division:

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

d) Synthetic Iron Oxide Pigment:

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

e) C-PVC Division:

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

11. Management Discussion and Analysis Report

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

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

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

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

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

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

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

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

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

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

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

13. Performance Evaluation

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

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

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

14. Succession Plan

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

15. Particulars of employees

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

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

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

Mr. Pramodkumar Jain

169.05

Mr. Bakul Jain

169.05

Mr.VivekJain

169.05

Independent Directors

Ratio to median remuneration

Ms. Sujata Rangnekar

0.55

Mr. Krishnamoorthy Krishnan

0.71

Mr. Mahesh Vennelkanti

0.71

Note: The ratio of the remuneration of each director includes the Commission paid to them.

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

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

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

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

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

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

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

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

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

16. Statutory Auditors

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

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

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

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

17. Internal Auditors

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

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

18. Cost Records and Cost Audit

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

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

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

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

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

19. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had appointed M/s S. K. Jain & Co, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2022-23.

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

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

the financial yearended March 31,2023 has been annexed to this Board Report and marked as Annexure Aand forms part of the Annual Report.

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

20. Annual Secretarial Compliance Report

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

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

21. Secretarial Standards

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

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

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

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

23. Deposits / Loans & Advances, Guarantees or Investments

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

24. Credit Ratings

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

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

25. Subsidiaries/Associate/Joint Venture Companies

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

26. Risk Management Policy

Your Company laid down Risk Management Policy and it is made available on the website of the Company at the link: httDs://dcwltd.com/wD-content/uDloads/2023/027

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

27. Establishment of Vigil Mechanism

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

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

28. Board Meetings

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

29. Committees of the Board

The Board has constituted the following mandatory committees viz.,

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

6. Internal Complaints Committee

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

29.1 Audit Committee

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

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

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

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

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

29.2 Nomination & Remuneration Committee & Policy

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

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

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

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

29.3 Stakeholders Relationship Committee

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

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

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

29.4 Corporate Social Responsibility (CSR) Committee

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

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

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

29.5 Risk Management Committee

The Company has duly constituted the Risk Management Committee in line with the requirements prescribed under the provisions of the Companies Act, 2013 and in compliance with the SEB1 Circular dated May 5, 2021. Risk Management Committee of Directors., comprises 3 Members and Mr. Pramodkumar Jain is the Chairperson of the Committee and other members of the Committee are Mr. Saatvik Jain and Mr. Krishnamoorthy Krishnan.

The Risk Management Committee is constituted for overseeing risk management systems as well as risk governance. The Committee frames the Risk Management Policy, which is approved by the Board, and updates the Board regularly on risk

management and governance. The Board oversees the risk management and governance process. Our internal control framework comprehensively covers financial, operational, compliance and information technology areas and is completely aligned with our risk management policy. Embedded within the business, robust risk management processes enable us to identify significant risks and mitigate them in an effective manner.

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

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

29.6 Internal Complaints Committee

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

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

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

31. Detailsin respect of adequacyof internal financial controls with reference to the financial statements

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

30. Annual Return

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

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

32. Related Party Transactions

The Company has formulated a policy on materiality of related party transactions and manner of dealing with related party transactions which is available on the Companys website at the link: https://dcwltd.com/wp-content/

uploads/2023/02/RPT-Policv.pdf

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

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

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

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

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

33. Corporate Governance Report

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

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

34. Business Responsibility and Sustainability Report

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

35. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, your Directors hereby confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. In consultation with Statutory Auditors, accounting policies have been selected and applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2023 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities;

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

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

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

36. Significant/Material Orders passed by the Regulators

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

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

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

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

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

40. General

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

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

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

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

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

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

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

41. Cautionary Note

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

42. Acknowledgements

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

and abroad.

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

39. Industrial Relations

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

Pramodkumar Jain

Place

: Mumbai

Chairman & Managing Director

Date:

August 14, 2023

DIN:00380458

For and on behalf of the Board of Directors