Your Directors have pleasure in presenting the Fi_y First (51st) Annual Report and the second Integrated Report of Deepak Nitrite Limited (‘your Company or ‘the Company) along with the Audited Financial Statements for the Financial Year (‘FY) ended March 31, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
Your Companys financial performance for the year ended March 31, 2022 is summarised below:
|(Rs in Crores)|
|Total Revenue (Gross)||2,581.85||1,822.68||6,844.80||4,381.27|
|Operating Profit Before Depreciation, Finance Cost,||716.15||549.61||1,646.19||1,268.55|
|Exceptional Item and Tax (EBITDA)|
|Less: Depreciation and Amortisation expenses||72.54||66.88||177.70||152.63|
|Less: Finance Costs||1.60||4.12||34.04||74.20|
|Profit before Tax||642.01||478.61||1,434.45||1,041.72|
|Less: Tax expenses||155.80||123.89||367.81||265.91|
|Net Profit for the Year||486.21||354.72||1,066.64||775.81|
|Other Comprehensive Income||0.06||(1.30)||0.17||(1.07)|
|Total Comprehensive Income for the Year||486.27||353.42||1,066.81||774.74|
|Surplus brought forward from previous year||1,288.07||934.73||1,789.97||1,015.31|
|Balance available for Appropriation||1,774.54||1,288.07||2,856.98||1,789.97|
Your Company continues to take precautions at all facilities and offices and has complied with all prescribed norms while operating its facilities during the Financial Year to ensure safety and well-being of employees. Deepak Nitrite continues to prioritise the health and well-being of its associates and the communities it serves and has strived to ensure that all of its employees and their families are completely vaccinated. The Company is proud to claim a 100% vaccination record across its operations.
Without doubt, your Companys business model has been put to test by the ongoing global pandemic. The fundamental characteristics of placing the customer first, focusing on high quality of product and efficient execution, diversified operations as well as committed and motivated manpower have enabled the Company to navigate the uncertainties and emerge stronger through the unprecedented challenges.
Your Company performed well amid a challenging macro environment, maintaining its performance momentum during the Financial Year 2021-22. Aside from the instability induced by the second wave of Covid-19 in India, the operational performance was marked with rising input and energy costs, fluctuating foreign exchange rates, inbound and outward logistic constraints coupled with higher logistics costs, owing to various macroeconomic and geo-political reasons. Your Company has leveraged its manufacturing expertise, large facilities and nimble operations to ensure efficient performance backed up with a strong financial position. Further, your Company has undertaken several Project investments to accelerate its growth momentum going forward.
The economic ramifications of the Ukraine-Russia conflict are being felt around the world. Every commodity, from oil to cereals to chemicals, is facing a price increase owing to disrupted supply chains. Chemical sector had just turned around after gaining ground from Covid-19 induced disruptions. However, the Russia-Ukraine stand-o_ has emerged as a cause of concern for the sector, as availability of several key building blocks is constrained leading to impact on margins for key industry participants in the near future. Substantial impact is arising on account of the sharp rise in the prices of crude oil which is a key raw material for many players. Sanctions on commodities formerly exported from Russia, voluntary export limits, and measures to reduce oil and gas imports will all have an impact on global trade. If the war persists, established trade channels may be significantly destabilised leading to trade flows getting significantly reshaped.
Notwithstanding these challenges, Deepak Nitrites business performance has been strong, with Y-o-Y growth in all its Strategic Business Units (SBUs) towards the end of the year. In FY 2021-22, total revenue, including other income, was _ 2,581.85 Crores, up from _ 1,822.68 Crores in FY 2020-21, a 42% increase. EBITDA for FY 2021-22 was _ 716.15 Crores, up 30% from _ 549.61 Crores in the previous year. In FY 2021-22, Profit Before Tax (‘PBT) was _ 642.01 Crores, up from _ 478.61 Crores in FY 2020-21, a 34% increase. Profit A_er Tax (‘PAT) was _ 486.21 Crores in FY 2021-22, up 37% from _ 354.72 Crores the previous year.
The first half of FY 2021-22 witnessed contrasting business challenges, with strong demand at the outset succumbing to sharp rises in raw material, utility, and logistics costs. Within this backdrop, the Companys efforts to focus on cost management and operational excellence enabled to alleviate the worst of the volatility. Across all businesses, your Company has endeavored to maintain and grow its market share while sustaining or increasing its profitability. During the year, depreciation and finance costs amounted to _ 72.54 Crores and _ 1.60 Crores, respectively. Your Company is net debt-free as of March 31, 2022, and its operational surplus of _ 436.79 Crores is invested in liquid mutual funds, which offer liquidity, stability, and greater yields.
Domestic revenues grew by 52% to _ 1,454.16 Crores in FY 2021-22, from _ 954.25 Crores in FY 2020-21, owing to consistent demand from key end-user industries, also bolstered by targeted initiatives on the product-mix front. Domestic requirements for chemical intermediates are on an upswing, presenting new opportunities for companies like yours. While Export revenue came in at _ 1,056.89 Crores, up from _ 854.89 Crores recorded in the previous year. Export performance was driven by focused approach while several countries where customers are located, were experiencing faster return to normalcy with positive demand trajectory. Moreover, international customers are reinforcing their supply chains and are seeking a strategic shi_ from a philosophy of ‘just in time to ‘just in case – a move that benefits your Companys wide portfolio of key intermediates.
Your Company has the potential to take advantage of the situation and accelerate in the medium term to long term. With its unique product mix and several decades of manufacturing experience, Deepak Nitrite is an outstanding candidate to lead the Indias chemical manufacturing trend. This, combined with contributions from existing brownfield expansions and upcoming greenfield projects with value added forward integration, will strengthen the competitiveness and places your Company aptly to grow its market share, thereby generating value for all stakeholders.
Deepak Phenolics Limited
Deepak Phenolics Limited (‘DPL), is a wholly owned material subsidiary of your Company, engaged in business of manufacture of Phenol, Acetone, Cumene and Isopropyl Alcohol (IPA).
FY 2021-22 started with very good demand for Phenol and Acetone, and prices remained buoyant on the back of regional manufacturing disruptions and at the same time strong demand in global markets. Though, global markets su_ered by trade conflicts, unavailability of vessels, political uncertainties, heightened volatility in commodity prices, demand for chemical and petrochemical products witnessed significant increase, especially in Indian sub-continent, with crude oil prices started climbing to new levels and by start of third quarter of the Financial Year, crude oil prices crossed hundred US dollar mark. Other commodity prices in non-ferrous and ferrous metals segments climbed to highest ever levels mainly due to Russia and Ukraine war followed by plethora of sanctions imposed by US and EU on Russia.
With healthy demand across all applications for all products of DPL and highest ever prices of Phenol and Acetone, DPL has demonstrated encouraging performance on sustained basis in FY 2021-22, despite the challenges pertaining to feedstocks as well Covid-19. In FY 2021-22, DPL reported Revenues of _ 4303.42 Crores as against _ 2563.48 Crores in FY 2020-21 with Profit After Tax of _ 624.36 Crores in FY 2021-22 as against _ 421.16 Crores in FY 2020-21, registering a growth of 68% and 48%, respectively. Phenol business demonstrated encouraging performance on a sustained basis, largely attributable to strong demand in India and excellent operations carried out by the team. DPL also exported smaller quantities to high-demand markets. Inspite of steep challenge posed by peak of second wave of Covid-19, especially in availability of logistics and manpower, the facility continued to operate at high utilisation level.
As the next phase of growth is undertaken with deployment of _ 700 Crores, the Groups product mix is expected to change to more specialised products, both upstream and downstream, with higher captive consumption of both Phenol and Acetone. The value chain integration of chemical intermediates is expected to result in increased value addition.
In a key development, the brownfield expansion of IPA has been successfully completed in December, 2021. As a result, the capacity for IPA has doubled to 60,000 MTPA. DPL is on the right track of becoming a diversified chemical major, where the business trajectory will continue to endure, with focus on innovation. DPL aims to become a world-class supplier of solvents, which are well integrated with its wide product basket and process competencies.
Your Companys total revenue, including other income, was recorded at _ 6,844.80 Crores in the Financial Year 2021-22, gaining 56% from _ 4,381.27 Crores in the previous year. This was attributable to recovery in standalone operations, across all segments, which was aided by DPLs significantly improved performance. Even though several end-user industries were yet to recover to pre-Covid levels of activity, the Company and DPL have actively catered to both domestic and overseas markets to drive higher volumes and capitalise on favourable realisation trends. Against this backdrop, your Company has implemented its operational plan effectively and efficiently, as well as met its supply commitments, ensuring reliable and predictable deliveries to customers. Overall, the Group has been responsive to maximise the benefits of improved operating environment.
In FY 2021-22, EBITDA was _ 1,646.19 Crores, up 30% from _ 1,268.55 Crores in FY 2020-21. The improved operating performance in the current year-to-date has driven EBITDA.
Profit Before Tax (‘PBT) stood at _ 1,434.45 Crores as compared to _ 1,041.72 Crores in FY 2020-21, while Profit A_er Tax (‘PAT) came in at _ 1,066.64 Crores as compared to _ 775.81 Crores in FY 2020-21, representing a strong growth of 38% and 37% respectively. Even though the economy is still recovering from the effects of various macro-economic and geo-political factors including the pandemic, the Company was able to report accelerated PAT performance. Depreciation and Finance costs during the year stood at _ 177.70 Crores and _ 34.04 Crores, respectively.
Domestic Revenues stood at _ 5,272.15 Crores from _ 3,088.06 Crores in FY 2020-21, up by 71%, while Revenue from Exports grew by 20% to _ 1,530.04 Crores as compared to _ 1,271.69 Crores last year. Overall, the demand outlook appears to be robust, with most industries returning to pre-COVID production levels and incremental demand resulting from a strategic shi_ in the global supply chain from China and Russia to other countries, including India. As a result of increasing dependence on India, your Company is optimistic about manifold opportunities that have emerged and is well poised to capitalise these prospects.
Based on the Companys healthy performance, the Board of Directors of your Company is pleased to recommend a Dividend of _ 7/- (Rupees Seven only) per Equity Share of _ 2/- (Rupees Two only) each for the year ended March 31, 2022. The total Dividend outgo amounts to _ 95.48 Crores.
The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, July 27, 2022 to Wednesday, August 3, 2022 (both days inclusive) for the purpose of payment of the Dividend for the Financial Year ended March 31, 2022 and 51st Annual General Meeting of the Company.
Pursuant to the Finance Act, 2020, Dividend income is taxable in the hands of the shareholders effective from April 1, 2020 and the Company is required to deduct tax at source from Dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), top 1,000 listed entities based on market capitalisation, calculated as on March, 31 of every Financial Year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a weblink shall also be provided in their Annual Reports. Accordingly, your Company has adopted the Dividend Distribution Policy and the same can be accessed using the following link: https://www.godeepak.com/investor-compliances/.
TRANSFER TO RESERVES
The Board of Directors has decided to retain the entire amount of profit for FY 2021-22 appearing in the statement of profit and loss.
The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2022 was _ 27.28 Crores comprising of 13,63,93,041 Equity Shares of _ 2/- each. The Company has not issued any Equity Shares during FY 2021-22. There was no change in Share Capital during the year under review.
Your Company aims to maintain a reasonable amount of debt while balancing its capital structure on a consolidated level while adhering to strict criteria to efficiently manage its working capital requirements.
Though the Company has remained net debt free, sound credit rating has helped the Company in its activities like sourcing, bank charges etc. Owing to additions of certain Property, Plant, and Equipment, there has been increase in depreciation during the year under review. Your Company has a specialised professional team that monitors foreign exchange exposure and dynamically reduces the risk associated with it. Your Company has been able to manage its cash flow position effectively, thanks to the teams dynamic and proactive management. On a Standalone basis, Net Debt: Equity as on March 31, 2022, has been nil same as last year.
Your Company is well placed in the industry, delivering quality guided by a robust product mix. Thus, on the back of steady performance during the year, ICRA has rea_irmed the long-term credit rating at "ICRA AA/Positive" (from "ICRA AA/Stable") while the short-term rating of the Company remains at the highest level at A1+. This is primarily owing to the Companys sustainable business performance, ability to cater to varied end use segments, diversified product portfolio, constant improvement and efficient operations.
During FY 2021-22, the Company had obtained approval from the shareholders by passing Special Resolution through Postal Ballot on January 27, 2022, for raising of funds in one or more tranches, by issue and allotment of equity shares and/or eligible securities by way of Qualified Institutions Placement ("QIP") for an aggregate amount upto _ 2,000 Crores. Considering the volatile capital market and since the Special Resolution is valid for one year, your Company will launch the QIP at an appropriate time for raising funds.
In case of the Companys wholly owned subsidiary, Deepak Phenolics Limited, ICRA has upgraded the long-term credit rating by one notch i.e. from "ICRA AA-/Stable" to "ICRA AA/Positive" and rea_irmed the short term credit rating at "ICRA A1+" which is the highest rating in short term category.
During the year, DPL has pre-paid substantial part of its borrowing apart from honouring committed repayments. Pursuant to this, consolidated Net Debt / Equity ratio is nil as of March 31, 2022 compared to 0.15x as of March 31, 2021.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act, Shri Ajay C. Mehta (DIN: 00028405) and Shri Sanjay Upadhyay (DIN: 01776546) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offered themselves for re-appointment. The Board recommends their re-appointment.
The Members of the Company at their 50th Annual General Meeting held on July 30, 2021, approved:
(a) re-appointment of Shri Maulik Mehta (DIN: 05227290) as the Executive Director & Chief Executive Officer of your Company for further period of five (5) years with effect from May 9, 2021.
(b) continuation of directorship of Dr. Richard H. Rupp (DIN: 02205790) as an Independent Director of the Company beyond the age of seventy five (75) years in terms of Regulation 17 (1A) of the Listing Regulations.
During the year under review, Shri Sanjay Upadhyay (DIN: 01776546) has been re-appointed as the Director (Finance) & Chief Financial Officer of the Company, for further period from April 28, 2022 up to July 31, 2026, subject to approval of Members of the Company.
The Board of Directors at their meeting held on May 4, 2022 considered and approved the appointment of Shri Meghav Mehta (DIN: 05229853) as an Additional Director (Non-Executive Non-Independent) of the Company with effect from May 4, 2022.
Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors, at their meeting held on May 4, 2022, recommended to the Members of the Company for their approval, by way of Special Resolution through Postal Ballot, re-appointment of Shri Sanjay Asher (DIN: 00008221) and Smt. Purvi Sheth (DIN: 06449636) as Independent Directors of the Company for the second term of three (3) consecutive years with effect from June 28, 2022.
The Board of Directors at their meeting held on May 4, 2022 and based on recommendations of Nomination and Remuneration Committee also recommended to the Members of the Company for their approval, by way of Special Resolution through Postal Ballot, appointment of Shri Punit Lalbhai (DIN: 05125502), Shri Vipul Shah (DIN: 00174680) and Shri Prakash Samudra (DIN: 00062355) as Independent Directors of the Company for a term of three (3) consecutive years with effect from August 8, 2022.
Pursuant to the provisions of Section 149 of the Companies Act, 2013 (‘the Act) Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company during the year ended March 31, 2022.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with your Company, other than receipt of sitting fees for attending meetings of Board or Committees thereof, commission on net profits as approved by the Members of the Company and reimbursement of expenses incurred by them for attending meetings of Board or Committees thereof.
Shri Deepak C. Mehta is also the Chairman & Managing Director of the Companys wholly owned subsidiary, DPL. As per the terms of his appointment, he is entitled to receive remuneration from DPL by way of commission on net profits of DPL calculated in accordance with the provisions of Section 198 of the Act. The aggregate remuneration of Shri Deepak C. Mehta from the Company and its wholly owned subsidiary shall always be in accordance with Section V of Part II of Schedule V to the Act.
KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Section 203 of the Act, Shri Deepak C. Mehta, Chairman & Managing Director, Shri Maulik Mehta, Executive Director & CEO, Shri Sanjay Upadhyay, Director (Finance) & CFO and Shri Arvind Bajpai, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2022. There has been no change in the Key Managerial Personnel of the Company during the year ended March 31, 2022.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES OF THE BOARD
During FY 2021-22, five (5) meetings of Board of Directors of the Company were held. The maximum time gap between any two meetings was not more than 120 days, as prescribed by the Act and Listing Regulations. For details of meetings of the Board of Directors and Committees with regard to the dates and attendance of each of the Directors thereat, please refer to the Corporate Governance Report, which is a part of this Annual Report.
Pursuant to the requirement of the Act and the Listing Regulations and upon recommendation of the Nomination and Remuneration Committee, the Board has adopted a Performance Evaluation Policy specifying the criteria for effective evaluation of Board, its Committees and individual Directors. The performance evaluation criteria for Independent Directors are also provided in the Performance Evaluation Policy as adopted by the Board.
The process of performance evaluation is in line with the provisions of the Act and the Listing Regulations, and the Board has carried out an annual evaluation of its own performance, its Committees and individual Directors, based on the criteria as provided in the Performance Evaluation Policy.
The performance of the Independent Directors was evaluated by the entire Board without the presence of Independent Director being evaluated at their meeting held on May 4, 2022. Based on such evaluation, the Board is of the view that all Independent Directors are having thorough knowledge, expertise and experience in their respective areas. They also have very good understanding of the Companys business and the general economic environment it operates. They devote quality time and full attention to understand key issues relating to business of the Company and advising on the same. Their valuable contribution has certainly improved the governance standards within the Company.
The criteria for evaluation of performance of Independent Directors are:
a Relevant Knowledge, Expertise and Experience.
a Devotion of time and attention to the Companys long term strategic issues.
a Addressing the most relevant issues for the Company.
a Discussing and endorsing the Companys strategy
a Professional Conduct, Ethics and Integrity.
a Understanding of Duties, Roles and Function as Independent Director.
The performance of the Committees was also evaluated by the Board after seeking inputs from the Committee members. Based on such evaluation, the Board is of the view that various Committee of Directors are well constituted by way of having optimum number of Independent Directors with precise Terms of Reference/Charter. The respective Committees actively discussed various matters and effective suggestions were made concerning business, operations and governance of the Company.
Your Directors have expressed their satisfaction to the evaluation process.
As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 10, 2022 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.
A duly constituted Audit Committee consists of majority of Independent Directors with Shri Dileep Choksi, Independent Director, as the Chairman of the Committee. The other members of the Audit Committee are Shri Sudhir Mankad and Shri Sanjay Asher, Independent Directors and Shri S. K. Anand, Non-Executive Non-Independent Director. The Committees purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Companys financial statements, the appointment, independence and performance of the Statutory Auditors and the Internal Auditors. The Terms of Reference of the Audit Committee, details of meetings held during the year and attendance of members of the Audit Committee are set out in the Report on Corporate Governance, which forms part of this Report.
During the year under review, all the recommendations of the Audit Committee were accepted by the Board.
In line with the requirements of the Companies Act, 2013, Statutory Auditors, Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number 117366W/ W-100018) was appointed as Statutory Auditor of the Company at the 46th Annual General Meeting (‘AGM) to hold office from the conclusion of the said AGM till the conclusion of the 51st AGM of the Company. Accordingly, the first term of office of Deloitte Haskins & Sells LLP, as Statutory Auditors of the Company is upto the conclusion of 51st AGM.
The Board of Directors, based on the recommendations of the Audit Committee, at its meeting held on May 4, 2022, approved and has recommended to the Members of the Company for their approval at the ensuing AGM, the re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration Number 117366W/ W-100018) as the Statutory Auditors of the Company for further term of five (5) consecutive years, to hold office from the conclusion of 51st AGM till the conclusion of the 56th AGM of the Company.
During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act.
STATUTORY AUDITORS REPORT
The observations made in the Auditors Report of Deloitte Haskins & Sells LLP, Chartered Accountants, Statutory Auditors, for the year ended March 31, 2022, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report. There were no instances of frauds identified by the Statutory Auditors during the FY 2021-22.
The Standalone and Consolidated Financial Statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the year ended March 31, 2022 was carried out by the Secretarial Auditors, KANJ & Co. LLP, Company Secretaries, Pune. The Board of Directors of your Company has appointed KANJ & Co. LLP, Company Secretaries, Pune to carry out Secretarial Audit of your Company for FY 2022-23.
SECRETARIAL AUDITORS REPORT
The Secretarial Audit Report of KANJ & Co. LLP, Company Secretaries, Pune, for the year ended March 31, 2022 in Form No. MR-3 is annexed as Annexure - A, which forms part of this Report.
The observations made in the Secretarial Audit Report of KANJ & Co. LLP, Company Secretaries, Pune for the year ended March 31, 2022 are self- explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditors in their Report.
As per the requirement of Act and the Listing Regulations, Secretarial Audit of DPL, a material unlisted subsidiary was undertaken by Samdani Shah & Kabra, Company Secretaries, Vadodara for the Financial Year 2021-22. The said Secretarial Audit Report confirms that DPL has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report of DPL is annexed to this Annual Report as Annexure-B.
The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014, as amended from time to time. Accordingly, cost records have been maintained by the Company.
The Board of Directors, on the recommendation of the Audit Committee, appointed B. M. Sharma & Co., Cost Accountants, as Cost Auditors to conduct audit of the Companys cost records for FY 2022-23 at a remuneration of _ 8,00,000/- (Rupees Eight Lakhs only) plus applicable taxes, traveling and out of pocket expenses. The Cost Auditors, B. M. Sharma & Co., Cost Accountants, have confirmed that they are free from disqualification specified under Section 141 (3) and Section 148 (3) read with Section 141 (4) of the Act and that the appointment meets the requirements of the Act. They have further confirmed their independent status and an arms length relationship with the Company. As required under the provisions of the Act, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the Members at the ensuing Annual General Meeting. An Ordinary Resolution for the ratification of remuneration of Cost Auditors for FY 2022-23 is provided in the Notice under Special Businesses.
Your Directors recommend the same for approval by the Members of the Company.
The Cost Auditors Report will be filed within the prescribed period of 180 days from the close of the Financial Year. The Cost Auditors Report for FY 2021-22 does not contain any qualifications, reservations, adverse remarks or disclaimers.
On the recommendation of the Audit Committee, the Board of Directors of the Company has appointed Sharp & Tannan Associates, Chartered Accountants, as Internal Auditors of your Company to conduct the Internal Audit for FY 2022-23.
The Internal Audit function reports its findings and status thereof to the Audit Committee on a quarterly basis.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor 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 Act and the Rules made thereunder.
Risk Management is important to define, assess and track business threats and obstacles throughout the organisation. Towards this, your Company has adequate measures in place and has adopted a comprehensive Enterprise Risk Management Framework and Policy duly approved by the Board of Directors which is aligned with the requirement of ISO 31000 and COSO. The Risk Management Framework and Policy ensures sustainable business growth with stability and encompasses establishment of structured and intelligent approach to Risk Management at the Company.
In compliance with the requirement of Regulation 21 of the Listing Regulations, your Company is having a duly constituted Risk Management Committee. The Committee evaluates the performance of your Company against perceived risks, develops methods to classify potential and evolving risks that may adversely impact the overall risk exposure of the Company, and determines the strategic plan and framework of Risk Management. The details about the Risk Management Committee have been provided in the Report on Corporate Governance which forms part of this Annual Report.
The Board of Directors periodically evaluates the processes for Risk Identification and Risk Mitigation. The Risk Register is regularly assessed and updated to make sure that the relevant risks are suitably identified, and mitigation mechanisms are effective to control them. This provides a constructive and value-added analysis mechanism that helps to maintain an appropriate level of risk profile in a rapidly evolving ecosystem.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal control plays a pivotal role in any organisation and your Company has sufficient Internal Control mechanisms in place including Internal Financial Controls. The Internal Control Framework is implemented by written policies, rules, and protocols to maintain adherence with laws and regulations, processes, and legislation, and that all resources are secured and protected against loss from unlawful use or disposal, and that such transactions are appropriately permitted, registered, and documented.
During FY 2021-22, the Internal Auditor performed comprehensive assessments at all locations and across all functional departments. The internal audit function provides independent and reasonable assurance about the adequacy and operating effectiveness of the internal controls to the Audit Committee. The Audit Committee regularly reviews the internal audit findings and corrective measures are undertaken to ensure the efficiency of the Internal Control system and processes.
The system of Internal Control is structured to verify that financial and other documents are correct in compiling financial reports and other data, and in maintaining transparency for individuals.
The Statutory Auditors have confirmed the adequacy of the Internal Financial Control systems over Financial Reporting and Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Act, is annexed with the Independent Auditors Report.
The Company encourages open and transparent system of working and dealing among its stakeholders. Pursuant to provisions of Section 177 (9) of the Act, read with Regulation 22 (1) of the Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, including actual or suspected leak of unpublished price sensitive information, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is a_irmed that no personnel of the Company was denied access to the Audit Committee.
The Whistle Blower Policy is available on the Companys website at https://www.godeepak.com/wp-content/themes/twentysixteen/ companyfiles/corporate_governancefireport/Whistle_Blower_ Policy.pdf.
DEPOSITS FROM PUBLIC
During FY 2021-22, the Company has not accepted or renewed any Deposits covered under Chapter V of the Act. As on March 31, 2022, 35 warrants aggregating to _ 7,23,507 and interest of _ 409 issued by the Company to the respective deposit holders towards compulsory repayment of deposits and interest thereon in accordance with the provisions of Section 74 of the Act remained uncleared. The said amount, having become due for transfer to Investor Education and Protection Fund (‘IEPF), have been transferred to IEPF on May 4, 2022. There has been no default in repayment of deposits or interest thereon during the year and there are no deposits outstanding as on March 31, 2022.
RELATED PARTY TRANSACTIONS
There are no material related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties, which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of related party transactions, as required under Section 134 (3) (h) of the Act, in Form No. AOC-2 is not applicable to the Company.
All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on arms length basis. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors on a quarterly basis.
None of the Directors has any material pecuniary relationships or transactions vis-a-vis the Company.
In line with the requirements of the Act and the Listing Regulations, the Company has formulated a policy on Related Party Transactions.
During the year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations.
The updated Policy can be accessed on the Companys website at www.godeepak.com.
SUBSIDIARY / ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on a Standalone basis.
Pursuant to requirement of Section 136 of the Act, which has exempted companies from attaching the financial statements of the subsidiary companies along with the Annual Report of the company, your Company will make available the Annual Financial Statements of the subsidiary companies and the related detailed information to any Member of the Company on receipt of a written request from them at the Registered Office of the Company. The Annual Financial Statements of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company on any working day during business hours. These are also available on the website of your Company at www.godeepak.com.
The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS), forms part of the Annual Report.
The Consolidated Financial Statements include the financial performance of following subsidiaries:
a Deepak Phenolics Limited
a Deepak Nitrite Corporation Inc.
a Deepak Chem Tech Limited (formerly known as Deepak Clean Tech Limited)
Your Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Listing Regulations. The Policy, as approved by the Board, is uploaded on the Companys website www.godeepak.com.
PERFORMANCE OF SUBSIDIARIES
(a) Deepak Phenolics Limited
Deepak Phenolics Limited, a wholly owned subsidiary, is in the business of manufacturing Phenol, Acetone and their downstream products. Phenol and Acetone are manufactured at DPLs state-of-the-art facility in Dahej, Gujarat.
DPLs Revenue from operations came in at _ 4,303.42 Crores and Profit After Tax stood at _ 624.36 Crores as of March 31, 2022.
(b) Deepak Nitrite Corporation Inc. (USA)
Deepak Nitrite Corporation Inc. (‘DNC) is a wholly owned subsidiary based in the United States. This Company was formed to support your Companys marketing needs in North and South America. DNCs Total Revenue stood at USD 19,490, with a net income of USD 509 during FY 2021-22.
(c) Deepak Chem Tech Limited (formerly known as Deepak Clean Tech Limited)
Your Company has incorporated a wholly owned subsidiary company viz. Deepak Chem Tech Limited (‘DCTL) (formerly known as Deepak Clean Tech Limited). This subsidiary was incorporated to carry out business of manufacturing of chemical intermediates and is yet to start production. During FY 2021-22, DCTLs Total Income stood at _ 1,27,481 and the Net Loss was _ 2,60,79,323.
The Audited Consolidated Financial Statements of the Company for FY 2021-22, together with the Auditors Report, constitute part of this Annual Report in compliance with the terms of the Act, Regulation 33 of the Listing Regulations, and applicable Accounting Standards. A declaration in the specified Form No. AOC-1, detailing the salient features of the Companys subsidiaries, associates, and joint venture companies, is appended to the Financial Statements.
PARTICULARSOFLOANS,GUARANTEESANDINVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF YOUR COMPANY
There have been no material changes and commitments affecting the financial position of the Company since the close of Financial Year i.e. since March 31, 2022 and the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls established and maintained by the Company, work performed by the Internal, Statutory, Secretarial and Cost Auditors and external agencies including audit of Internal Financial Controls over Financial Reporting by the Statutory Auditors and reviews performed by the management and relevant Board Committees, including the Audit Committee, the Board is of the opinion that your Companys Internal Financial Controls were adequate and effective during FY 2021-22.
Accordingly, pursuant to Section 134 (5) of Act, the Board of Directors, to the best of their knowledge and ability confirm that:
(a) in the preparation of the Annual Accounts for the Financial Year ended March 31, 2022, 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 your Company at the end of the Financial Year ended March 31, 2022 and of the profit of your Company for the year ended on that date;
(c) they have taken proper and su_icient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the Annual Accounts on a going concern basis;
(e) they have laid down Internal Financial Controls to be followed by your Company and that such Internal Financial Controls are adequate and are operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by Securities and Exchange Board of India (SEBI). The Report on Corporate Governance under Regulation 34 of the Listing Regulations read with Schedule V of the said Listing Regulations forms an integral part of the Annual Report. The requisite Certificate from a Practicing Company Secretary, KANJ & Co., LLP, Company Secretaries, Pune, confirming compliance with the conditions of the Corporate Governance is attached to the Report on Corporate Governance.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report (‘BRR) is one of the avenues to communicate the Companys obligations and performance to all its stakeholders.
The BRR forms part of this Report and is annexed as Annexure - C.
We at Deepak, are committed to transparency in our stakeholder communications. Your Company started the journey of Integrated Reporting <IR> with 50th Annual Integrated Report for the Financial Year 2020-21. This year also, the Integrated Report is prepared based on the <IR> framework issued by the Value Reporting Foundation, formerly known as the International Integrated Reporting Council, that encompasses reporting of six capitals used by an organisation for stakeholder value creation.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 (2) (e) of Listing Regulations, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms part of this Annual Report and is incorporated herein by reference and forms an integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has pioneered various CSR initiatives since decades and it continues to remain committed to serve the society. During the year under review, the Company, alongwith its wholly owned subsidiary, Deepak Phenolics Limited, through the CSR programmes, have impacted the lives of many people from some of the most weakest sections of society, including a sustained and significant response to the COVID-19 pandemic during severe second wave in the year 2021. The Company implements its CSR programmes primarily through Deepak Groups CSR arm viz. Deepak Foundation and Deepak Medical Foundation, which works in close collaboration with public systems and partners.
The Companys signature CSR programmes are primarily aimed to bring positive change addressing critical development issues in healthcare, education, skill building and Community Development. The Company also focuses on development imperatives of communities proximate to its operations through multiple initiatives including improving health through Mobile Health Units, de-addiction drives, enhancing household livelihoods, empowering women and youth.
The Company has constituted a CSR Committee, chaired by Shri Sudhir Mankad, as Chairman, and Dr. Swaminathan Sivaram, Shri Deepak C. Mehta, Shri Sanjay Upadhyay as members. The composition of the CSR Committee is in accordance with Section 135 of the Act.
During the year under review, the Company has spent _ 9.92 Crores on CSR activities, against the requirement of _ 9.87 Crores, being more than 2% of average Net Profits for the preceding three years. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 (‘the Act) and the Rules framed thereunder, is annexed to this Report as Annexure-D.
The Company has in place a CSR Policy based on the activities permitted under Schedule VII of the Act which provides guidelines to conduct its CSR activities.
The CSR Policy has been posted on the website of the Company at https://www.godeepak.com/wp-content/uploads/2021/05/DNL-CSR-Policy.pdf.
NOMINATION AND REMUNERATION POLICY
Your Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the requirement of Section 178 of the Act and the Listing Regulations. The Nomination and Remuneration Policy of your Company is annexed as Annexure - E and is also available on the Companys website at www.godeepak.com.
PARTICULARS OF EMPLOYEES
The statement pertaining to particulars of employees pursuant to Section 197 of the Companies Act, 2013 (the ‘Act) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof), forms part of this Report. However, the above mentioned statement is not being sent to the Members along with the Annual Report in accordance with the provisions of Section 136 of the Act.
The aforesaid information is available for inspection by the Members up to the date of the ensuing Annual General Meeting (‘AGM), on all working days, during business hours, at the Registered Office of the Company. Members who are interested in obtaining the said particulars may please write to the Company Secretary.
The details of remuneration of Directors and Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including amendments thereof), are given as an Annexure-F and forms part of this Report.
Pursuant to Section 134 (3) (a) and 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by Ministry of Corporate Affairs, the Annual Return of the Company for the Financial Year ended March 31, 2022 has been placed on the website of the Company at www.godeepak.com.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy & Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Act, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is attached as Annexure - G to this Report.
STATE OF COMPANYS AFFAIRS
The state of your Companys affairs is given under the heading ‘Performance Review and various other headings in this Report and in the Management Discussion and Analysis, which forms part of the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED AGAINST THE COMPANY
Pursuant to the requirement of Section 134 (3) (q) of the Act, read with Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during FY 2021-22 there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.
There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.
SECRETARIAL STANDARDS OF ICSI
During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") as approved by the Central Government.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there is no transaction on these items during the year under review:
(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.
(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
(iii) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
(iv) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.
RESEARCH & DEVELOPMENT
Your Company has a well-equipped Research and Development Centre (‘DRDC) at Nandesari, Gujarat.
DRDC is crucial to your Companys success with its ability to develop advanced intermediates which requires complex chemistry and engineering. This drives its portfolio expansion with a time-bound product development and scale-up process.
DRDC is recognised by Department of Scientific and Industrial Research (‘DSIR), New Delhi, on behalf of the Government of India and the recognition has been extended from time to time. DSIR has vide letter October 14, 2020, has extended the recognition of DRDC for a further period up to March 31, 2023.
State-of-the-art pilot plants with kilo scale laboratory
Your Company also has two state-of-the-art pilot facilities, one each situated at Roha, in Maharashtra and Nandesari, in Gujarat. The Pilots act as catalysts between R&D and commercial production of intermediates for Agrochemicals, Dyes, Pharmaceuticals etc., thereby allowing your Company to deliver quality product seamlessly. The Pilot facility boasts of stainless steel and glass lined reactors along with distillation columns for gas and liquid raw materials and is fully-equipped with advanced instruments, DCS (Distributed Control system) and utilities like chilled brine, low pressure steam, cooling water, temper water and more.
SAFETY, HEALTH & ENVIRONMENT
Your Company is committed to ensure a sound Safety, Health and Environment ("SHE") performance related to its manufacturing processes, products and services. It is continuously taking various steps to develop and adopt safer process technologies, unit operations and sustainable systems
The Company is investing in areas such as Process Automation for increased safety and reduction of human error element, enhanced level of training on process and behaviour based safety, adoption of safe & environmental friendly production processes, upgrading e_luent treatment facilities, Reverse Osmosis plants, Multiple Effect Evaporator etc to reduce the discharge of e_luents, commissioning of Waste Heat recovery systems, and so on to ensure the reduction, recovery and reuse of e_luents & other utilities. SHE management system is monitored and reviewed periodically. Structured & regular safety meetings are carried out to review existing process safety parameters.
Systematic and well documented scale up procedure is in place for the development of product from Research & Development to Pilot to Commercial scale. It includes risk assessment and process safety study at each stage to ensure inherently safe processes.
The Company has policy and system in place to deploy internationally recognised guidelines, such as the principles of the United Nations Global Compact, the International Labour Organisation ("ILO") conventions and Responsible Care? Initiative. It has system in place to ensure social compliances related to human rights, labour & social standards, anti-discrimination, conflict of interest and anti-corruption.
As per materiality analysis Health and Safety remained a core area of importance for the Company with an aim to achieve accident-free workplace. Your Company believes that all injuries, occupational illnesses as well as safety and environmental incidents are preventable. This ensures that all employees strive for excellence in their own personal safety and the safety of others including employees, contractors, customers, and the communities within which the Company operates.
The Company follows a systematic incident reporting system. All incidents including near misses are also logged into the safety MIS and corrective and preventive actions based on that are tracked through internally developed so_ware. Each incident is analyzed for their root-causes and required precautions are taken to prevent the recurrences. Each technological change and projects undertaken by the Company are made to undergo HAZOP studies before implementation. All plant-setting changes are first approved through Management of Change procedure before implementation followed by pre-start up safety reviews. Workplace safety and Process Safety Management through employee engagement initiatives are continuously being strengthened. Your Company has a system of Internal and external Safety Audits and actions based on audit findings are implemented. All Manufacturing Units including Corporate Office are certified with the latest standard of ISO 9001, ISO 14001 and ISO 45001. Scheduled safety awareness programs are conducted across plants to achieve continuous improvement in terms of process safety, workplace safety and behavioral transformation.
Logistic safety Management system
The Company has, along with its peers, founded Nicer Globe, an independent platform which provides real-time monitoring of the movement of hazardous materials across the length and breadth of India. This helps in monitoring any deviations in speed or route or driving time restrictions, which results in minimising transport related incidents. Almost all raw materials and products within supply chain framework of the Company are transported in a secure manner, with GPS for real-time monitoring for the safety of its customers, carriers, suppliers, distributors, and contractors.
The Companys commitment to environmental protection extends beyond the scope of legal requirements. It has implemented chemical industrys Responsible Care? system and have set out the basic principles fully aligned with UN Sustainable Development Goals. The Company has taken various initiatives for resource conservation, and reduction in energy consumption It has focused on recycle and reuse and reduction of pollution load and constantly working on to reduce environmental footprint and find innovative solutions that benefit the environment.
Your Company has carried out Sustainability assessment through EcoVadis, a globally recognised organisation and have received silver medal with 60% score. The Company has target for even better assessment score in the next review from silver to gold medal. It has also started assessing Green House Gas (GHG) emissions and taken initiatives to reduce the same.
Strong, skilful and trained workforce is the most valuable resource for the Company. Your Company continues its endeavour of investing in Human Talent and Talent Management Processes through its various interventions to improve competencies, capabilities, skills and potential of its workforce. This is essential to withstand the challenges posed by the everchanging business environment. The Companys Human Resource initiatives and engagement activities have enabled the Company not only sail through the challenging times witnessed recently, but has helped your Company in attracting, developing, nurturing, and retaining right talent and keeping them motivated. In view of the growth plans of the Company, an important strategic focus continues to not only nurture the workforce, but also to train and encourage them to take up the challenges of the future.
All the insurable interests of the Company including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks.
The Company has in place Directors & Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management Team for such quantum and risks as determined by the Board in line with the requirement of Regulation 25 (10) of the Listing Regulations.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has Zero tolerance towards sexual Harassment and is committed to creating and maintaining a secure work environment where its employees, agents, vendors and partners can work and pursue business together in an atmosphere free of harassment, exploitation and intimidation.
To empower women and protect women against sexual harassment, and as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, a policy for prevention of sexual harassment is already in place and Internal Complaints Committee is duly Constituted all locations of the Company.
This policy allows employees to report sexual harassment at the workplace. The Internal Committee is empowered to look into all complaints of sexual harassment and facilitate free and fair enquiry process with clear timelines. To build awareness in this regard, the Company has been conducting various programme on a continuous basis across its all locations.
During FY 2021-22, no complaint was received from any employee and hence no complaint is outstanding as on March 31, 2022 for redressal.
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 51st Annual General Meeting of the Company including the Annual Report for FY 2021-22 are being sent to all Members whose address are registered with the Company/Depository Participant(s).
Your Directors express their gratitude to customers, vendors, dealers, investors, business associates and bankers for their continued support during the year. We place on record our appreciation of the commitment and contribution made by the employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, cooperation and support.
We thank the Government of India, the State Governments and statutory authorities and other government agencies for their support and look forward to their continued support in the future.
|For and on behalf of the Board|
|Deepak C. Mehta|
|Chairman & Managing Director|
|Date: May 4, 2022|