Dharamsi Morarji Chemicals Co Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the Companys Hundredth Annual Report together with the audited financial statements for the financial year ended 31 March, 2021

FINANCIAL PERFORMANCE

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Sales Turnover 19,634.33 18,554.96 19,639.15 18,556.66
EBITDA 4,323.80 3,407.71 4,327.14 3,404.75
Less : Depreciation & Amortization 681.78 615.62 682.94 616.41
Less : Finance Cost 240.00 203.12 240.00 203.12
Profit Before Tax (PBT) 3,402.02 2,588.97 3,404.21 2,585.21
Less : Provision for Taxation (MAT) 600.00 452.50 600.40 451.74
Add: MAT Credit Entitlement (462.00) (1,011.14) (462.00) (1,011.14)
Add/(Less): OCI Tax Impact 7.95 (1.69) 7.95 (1.69)
Profit After Tax 3,256.08 3,149.30 3,257.86 3,146.30
Add : Other Comprehensive Income (net of tax) (49.18) 54.98 (49.18) 54.98
Total Comprehensive Income 3,206.90 3,204.29 3,208.68 3,201.29
Balance brought forward from last year 10,074.64 7,219.52 10,095.96 7,243.84
Other items of Other Comprehensive Income 49.18 (54.98) 49.18 (54.98)
Dividend Paid (380.58) (242.92) (380.58) (242.92)
Dividend Distribution Tax - (51.26) - (51.26)
Balance Carried to Balance Sheet 12,950.14 10,074.64 12,973.24 10,095.96
Basic & Diluted EPS (In ) 13.06 12.63 13.06 12.63

The company witnessed strong demand across products in bulk and specialty chemicals. The strong performance was driven by volume growth, better realisations and improved product mix. On a consolidated basis, the revenue from sales increased to Rs.19,639.15 Lakhs for FY 20-21 as against Rs.18,556.66 Lakhs in the previous year, an increase of 5.83%. EBITDA was Rs.4,327.14 Lakhs in FY 20-21 as against Rs.3,404.75 Lakhs in the previous year, an increase of 27.09% and the Profit before tax stood at Rs.3,404.21 Lakhs in FY 20-21 as compared to the profit of Rs.2,585.21 Lakhs in the previous year, an increase of 31.68%. On a standalone basis, revenue from sales increased to Rs.19,634.33 Lakhs in FY 20-21 as against

18,554.96 Lakhs in the previous year, an increase of 5.82%. EBITDA was

Rs.4,323.80 Lakhs in FY 20-21 as against Rs.3,407.71 Lakhs in the previous year, an increase of 26.88% and the Profit before tax stood at Rs.3,402.02 Lakhs in FY 20-21 as compared to the profit of Rs.2,588.97 Lakhs in the previous year, an increase of 31.40%. For FY 20-21, EBITDA includes profit of Rs.494.10 Lakhs on account of the completion of assignment/ transfer of the Companys closed Khemli Unit.

The financial and operational performance overview and outlook is provided in detail in the Management Discussion and Analysis forming part of this Annual Report.

IMPACT OF THE CONTINUING COVID 19 PANDEMIC ON THE OPERATIONS AND BUSINESS:

The current "Second Wave" of COVID-19 pandemic has significantly increased in India. The Government of India has ruled out a nationwide lockdown for now, but regional lockdowns are implemented in areas with a significant number of cases. Your company continues to ensure compliance with the directives issued by the Central Government, State Governments and local government from time to time. All the manufacturing facilities are working and kept sanitized so that our employees are safe and secure. All safety protocols are being adhered and the employees are encouraged to take vaccines and provided flexible work options and adhering to COVID-19 guidelines. Despite the challenging environment, your company delivered strong performance and remained exceptionally focused to delivering on our ambitions and ensuring seamless supply of our products to our clients.

DIVIDEND

During the year under review, your Company has paid two interim dividends of Rs.0.50/- per equity share of face value of Rs.10/- each fully paid up (being 5%) and Rs.1/- per equity share of face value of Rs.10/- each fully paid up (being 10%). Your Directors are pleased to recommend a final Dividend of Rs.0.50/- per equity share of face value of Rs.10/- each for the year ended 31st March, 2021. The Dividend, subject to the approval of Members at the ensuing Annual General Meeting, will be paid within the time period stipulated under the Companies Act, 2013 (subject to deduction of Tax at source). If approved by the members, the total dividend pay-out for FY 2020-21 will be 20% i.e. Rs.2/- per equity share of face value of Rs.10/- each.

During the year, the Company has also paid Rs.7.00 Lakhs being dividend @ 2.5% on 2,80,000 cumulative, non-convertible redeemable preference shares of Rs.100/- each.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), as amended by SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 made e_ective from 5 _ May, 2021, the Board of Directors of your Company at its meeting held on 10 _ August, 2021 adopted Dividend Distribution Policy. The Dividend Distribution Policy is uploaded on the website of the Company and web-link for the same is https://www.dmcc.com/Media/pdf/ DMCC_Dividend-Distribution-Policy.pdf

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits for FY 2020-21 in the profit and loss account.

EQUITY SHARE CAPITAL

As on 31 March, 2021, the issued, subscribed and paid up share capital of your Company stood at Rs.24,93,99,330/- (Rupees Twenty-Four Crores Ninety-Three Lakhs Ninety-Nine Thousand Three Hundred Thirty Only), comprising of 24939933 Equity shares of 10/- each.

The Company has neither issued shares with di_erential voting rights nor granted any stock options or issued any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

BOARD MEETINGS

The Board met five times during the year namely, 11th May, 2020, 6 _ August, 2020, 14 _ September 2020, 10 _ November, 2020 and 8 _ February, 2021. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

SUBSIDIARY COMPANY

Borax Morarji (Europe) GmbH is a 100% wholly owned subsidiary Company in Germany. Primarily it owns registrations for your companys products as per REACH regulations. This is a requirement for sales into the European Union.

A statement containing the salient features of the financial statement of the Companys wholly-owned subsidiary under the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has have been furnished in the prescribed form AOC-1 and are provided in "Annexure V" to this Report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and financial statement of the subsidiaries, are available on the website of the company at www.dmcc.com

The Company does not have any Associate or Joint Venture Companies. Further, the Companys policy on determining the material subsidiaries, as approved by the Board is uploaded on the companys website at https://www.dmcc.com/Media/pdf/DMCC_Policy_Determining-Material-Subsidiaries.pdf

CONSOLIDATION OF ACCOUNTS

In pursuance of the mandatory compliance of the with the Indian Accounting Standards (Ind AS), as issued by the Ministry of Corporate A_airs, the Company has presented Consolidated Financial Statements for the year under report, consolidating its accounts with the accounts of its Wholly Owned Subsidiary Company, viz. Borax Morarji (Europe) GmbH, Germany. A separate report of the Statutory Auditor on the consolidated Financial Statements also forms part of the same.

INDIAN ACCOUNTING STANDARDS

The financial statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act. There has been no material change which have occurred between end of the financial year 2020-21 and the date of this report.

AUDITORS REPORT

The Auditors Report on standalone and consolidated financial statements for the year ended 31 March, 2021 forms integral part of this Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks and disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS a) Procedure for Nomination and Appointment of Directors

The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees have evolved and have been formulated in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015, as amended with a view to pay equitable and commensurate remuneration to the Directors, Key Managerial Personnel and other Employees of the Company, based on the qualification, experience and industry standard.

On the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and the Listing Regulations. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit-sharing commission and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the Non-Executive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is a_rmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Companys website at www.dmcc.com

b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the Companys website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys website at www.dmcc.com

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes at the Board level as under:

Shri Haridas Tricumdas Kapadia, Independent Director (DIN: 00125090), upon completion of his second term on 16 _ September, 2020 as an Independent Director, ceased to be the Director of the Company w.e.f.

17 _ September, 2020.

Shri Kapadia joined the company in the year 1964 as a Research & Development Chemist, later became Executive Director in the year 1978 and thereafter became Joint Managing Director of the company. In the year 1999-2000, he became Managing Director of Borax Morarji Ltd, an associate company. Shri Kapadia thus has a very long and illustrious career with the Company, spread over a period of over 55 years. During his successful tenure with the company, he was actively involved in Planning & Execution of the growth, expansion & diversification of business of the company and wish him a healthy, long & active life and all the best in his future endeavours.

The Management & the members of the Board expressed their sentiments for the wise counsel, guidance & advice of Shri H.T. Kapadia, received from time to time and put on record their recognition & appreciation for a very long & successful inning of Shri H.T. Kapadia as a part of Executive Management & as well as an Independent Director including as the Chairman of the Audit Committee.

Shri Arvind Wasudeo Ketkar, Independent Director (DIN: 02863429) upon completion of his second term on 16 _ September, 2020 as an Independent Director, ceased to be the Director of the Company w.e.f.

17 _ September, 2020.

Shri Ketkar has been associated with the company for over a decade & Management of the company has always received his wise counsel & advice from time to time. The Management & members of the Board place on record their appreciation for his services during his tenure as an Independent Director of the Company and wish him a healthy, long & active life and all the best in his future endeavours.

In accordance with the provisions of Section 152 of the Act and the Articles of Association, Ms. Mitika L. Goculdas (DIN: 02879174) Vice Chairperson of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has o_ered herself for the re-appointment. The Board recommends her re-appointment. As per the Secretarial Standard – 2 and the Listing Regulations, brief profile and other related information of Ms. Mitika L. Goculdas, Vice Chairperson retiring by rotation is provided in the Notice of ensuing Annual General Meeting (AGM).

Pursuant to the recommendation of Nomination and Remuneration Committee and subject to the approval of the members of the Company in the ensuing AGM, the Board of Directors of the Company at its meeting held on 21 May, 2021:

• Appointed Dr. (Mrs) Janaki Ashwin Patwardhan (DIN: 09180182) as an Additional (Independent) Director of the Company for a period of five consecutive years with e_ect from 21 May, 2021 on the terms specified in the letter of appointment.

• Elevated Shri Dilip Trimbak Gokhale (DIN: 06734397) to the position of "Whole Time Director" designated as an "Executive Director" of the Company w.e.f. 22n May, 2021, from his current position as "Sr. Executive Vice President & Company Secretary". Accordingly, he was appointed as an Additional Director (Whole Time Director, designated as Executive Director). Shri Dilip Trimbak Gokhale, will be Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Consequent upon the change of designation of Shri Dilip Trimbak Gokhale, as aforesaid, he ceased to be the Company Secretary & Compliance O_cer of the Company w.e.f. 22n May, 2021.

The resolutions for their appointment are included in the Notice of ensuing Annual General Meeting and members are requested to refer Notice and Explanatory Statement for further details.

As per Secretarial Standard - 2 and Listing Regulations, brief profile and other related information of Dr. (Mrs) Janaki Ashwin Patwardhan and Shri Dilip T. Gokhale is provided in the Notice of ensuing AGM.

As on 31 March, 2021, Shri Bimal Lalitsingh Goculdas, Managing Director and Chief Executive O_cer, Shri Dilip T. Gokhale, Sr. Executive Vice President & Company Secretary and Shri Chirag J. Shah, Chief Finance O_cer are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Further, pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on 21 May, 2021 appointed Shri Omkar Chandrakant Mhamunkar (ACS 26645) as the Company Secretary & Compliance O_cer of the Company and Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013, w.e.f. 22n May, 2021.

INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. In the opinion of the Board, all Independent Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f. December 1, 2019, all Independent Directors of the Company viz. Shri Sanjeev V. Joshi, Shri Madhu T. Ankleshwaria, Shri Mukul Taly and Dr. (Mrs.) Janaki Ashwin Patwardhan have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate A_airs (IICA). Further, in the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, e_ectiveness of board processes, information and functioning, etc.

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

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year under review were at arms length basis and were in the ordinary course of business.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Audit Committee and the Board of Directors at their meetings have reviewed and approved all the related party transactions undertaken by the Company during the Financial Year. All Related Party Transactions are placed/routed through the Audit Committee and the Board of Directors. None of the Directors has any pecuniary relationships or transactions with the Company. The related party transactions entered into by the Company are disclosed in Note no. 42 of the Notes to Accounts. No transactions were entered into by the Company that required disclosure in Form AOC-2. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.dmcc.com

RISK MANAGEMENT

The identification and analysis of risks and putting in place the process for mitigation of these risks is an ongoing process. The Company has also laid down procedure to inform the Audit Committee and the Board about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management control risks by means of a properly defined framework. The monthly review meetings of all the functional/ departmental heads inter alia discuss the relative risk management issues.

The Company has a Risk Management Policy which reflects the overall risk management philosophy, the Companys overall approach to risk management, risk assessment, risk mitigation mechanism and the role and responsibilities for risk management.

Pursuant to Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), as amended by SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 made e_ective from 5 _ May, 2021 the Board of Directors of your Company at its meeting held on 21 May, 2021 constituted Risk Management Committee. The details pertaining to composition of Risk Management Committee are included in the Corporate Governance Report, which forms part of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 134 of the Companies Act, 2013 your Company has in place an adequate system of internal controls to ensure compliance with various policies, practices and statutes. It has procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regards to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations and compliances.

The Audit Committee meets the Internal Auditors and Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. The Audit Committee is of the opinion that as on March 31, 2021, the internal financial controls were adequate and operating e_ectively.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a code of conduct to Regulate, Monitor and Report Trading by Insiders (‘Insider Trading Code) and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code of Fair Disclosure).

The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company which is not in the public domain, that is to say, insider information.

The code of Fair Disclosure ensures that the a_airs of the Company are managed in a fair, transparent and ethical manner keeping in view the need and interest of all the Stakeholders.

ENVIRONMENT HEALTH AND SAFETY _EHS_

The prime endeavour of our Management is to achieve Environment Health and Safety (EHS). The Company has its Environment Health and Safety (EHS) policy. Your Company has various EHS management processes and methodologies being deployed and implemented under the EHS to ensure that our employees become more safety conscious. The Company has a system of in- house EHS training for employees and workmen at the factory as also the practice of sending the employees/ workmen to various external EHS programmes. The EHS management process at both the locations viz. Roha and Dahej are administered by qualified professionals.

CERTIFICATION a. R esponsible Care Responsible: care is a global voluntary initiative of the Chemical Industry, the objective of which is continuous improvement in the areas of environmental protection, health, safety and security.

The Company has a Responsible Care Policy. It is the endeavour of your Company that our products - both raw material and finished goods pose no risk to employees, society and environment as well. This is sought to be achieved by minimizing the negative influence of our products along the entire supply chain, right from procurement, storage and manufacturing right up to sale.

Your Company is one of the few in India authorized to use the Responsible care logo. This has been achieved after extensive site and systems component, third party mentoring, and a series of audits. Logo usage validity for the Company from March, 2019 to February, 2023, renewable thereafter.

b. In-house R & D Unit Registration : Your Company has its own, modern and well-equipped Research and Development Laboratory located at its factory at Roha. This in-house R & D Laboratory is a recognised Research Institution by the Department of Science and Technology, Department of Scientific and Industrial Research, Government of India, New Delhi.

c. T ogether For Sustainability The TFS Audit was carried out under: the stipulations made by a Group of EU based major Pharmaceutical companies. This will enable and has enabled the Company for obtaining expeditious approval for the products sold/to be sold in Europe market.

d. ISO Certification : The Company enjoys ISO 9000:2015 Certification for manufacture of various Chemicals at Roha, Dist. Raigad in the State of Maharashtra. The Company is in the process of obtaining similar ISO Certification for the operations at Dahej in course of time.

e. REA REACH: regulation is adopted by the European Union to improve protection of human health and environment from the risks of that can be posed by the Chemicals. REACH stand for Registration, Evaluation, and Authorisation of all Chemical Substances. Borax Morarji (Europe) GmbH has registered several products under the REACH Regulations and your company continues to take advantage of this registration.

AUDITORS a) Statutory Auditors:

In the 96 _ Annual General Meeting (AGM) held on 26 _ day of December, 2017 Messrs. Rahul Gautam Divan & Associates (RGD & Associates), Chartered Accountants (ICAI Firm Registration No. 120294W), were appointed as Statutory Auditors of the Company for a tenure of five years subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate A_airs has vide notification dated May 7, 2018 obliterated the requirement of seeking Members ratification at every AGM on appointment of Statutory Auditor during their tenure of five years. Accordingly, the resolution for ratification of their appointment as Statutory Auditors of the Company is not proposed at the ensuing 100 _ Annual General Meeting.

Messrs Rahul Gautam Divan & Associates is a member of Intercontinental Grouping of Accountants and Lawyers, a worldwide association of professional services firms, o_ering high quality accounting, auditing, legal and consultancy services. The combined experience of the partners in the chartered accountancy profession within the firm is over 51 years. RGD & Associates have associated o_ces in Ahmedabad, with residential partners at the associated o_ce. RGD & Associates have been involved in the Statutory Audits and also Internal Audits of various companies, and have the necessary experience to conduct the statutory audit of the Company.

b) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has appointed Messrs Mahajan & Aibara Chartered Accountants LLP, a reputed firm of Chartered Accountants as Internal Auditors of the Company for a period of three years commencing from 1 April, 2019 upto 31 March, 2022. The Internal Auditors, Mahajan & Aibara, Chartered Accountants, Mumbai have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Audit Committee from time to time.

c) Cost Auditors:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee has appointed Shri S.S. Dongare, Cost Accountant, as Cost Auditor of your Company to audit the cost accounts of the Company for Financial Year 2021-22 at remuneration of Rs.66,000/- (Rupees Sixty-Six Thousand Only) as also the payment of taxes as applicable and reimbursement of actual out-of pocket expenses incurred in connection with the aforesaid audit.

The Cost Audit Report and the Compliance Report of your Company for the Financial Year ended 31 March, 2020, by Shri S.S. Dongare, Cost Accountant, has been duly filed with the Ministry of Corporate A_airs. The Company has maintained cost records as required under the section 148 of Act.

A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 100 _ Annual General Meeting and the same is recommended for your consideration and ratification.

d) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Shri Satish Kumar Jain, Proprietor of SKJ & Associates, Practicing Company Secretaries (FCS 6398/ PCS 6632), to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in the prescribed form No. MR-3 is included as "Annexure III" and forms integral part of this Report.

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks, except the observation that the 99.84% of the shareholding of promoter is in dematerialised form and remaining 0.16% is in process of dematerialization as on 31 March, 2021. The members are hereby informed that dematerialization of the said shares has already been initiated and as on date, only 0.03% of promoters holdings are in process of dematerialisation and the same are expected to be done soon.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 197 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended for the financial year ended 31 March 2021 have been furnished and are provided in "Annexure IV" to this Report.

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered O_ce of the Company. The said information is available for inspection by the Members at the Registered O_ce of the Company on any working day of the Company up to the date of the 100 _ Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure - IV and forms part of this Report.

INSURANCE

The Company has taken adequate Insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.

PUBLIC DEPOSITS

During FY 2020-21, your Company has not accepted/ renewed any fixed deposit. Post-Merger of Borax Morarji Limited (BML) with Your Company, the balance amount of unclaimed matured deposit of erstwhile BML, as on 31 March, 2020 was Rs.0.80 Lakhs. During the year 2020-21, the Company has duly transferred Rs.0.30 Lakhs to the Investor Education and Protection Fund. Thus, as on 31 March, 2021, the unclaimed matured deposits are Rs.0.50 Lakhs.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

During the year under review, your Company has neither given loan to any body corporates or any other persons, nor provided any corporate guarantee or security under Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company. The said investment was within the limits specified under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the standalone financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, external Auditor and Secretarial Auditor, including audit of internal financial controls, over the financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and e_ective during the Financial Year ended 31 March, 2021.

Accordingly, to the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2021, the applicable Accounting Standards have been followed and that there are no material departures; b) the Directors had 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 a_airs of the Company as at March 31, 2021 and of the profit of the Company for the year ended on that date;

c) that the Directors have taken proper and su_cient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going basis;

e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating e_ectively; and

f) that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating e_ectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

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

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. It is a_rmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the Website of the Company at www.dmcc.com

CORPORATE SOCIAL RESPONSIBILITY _CSR_

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at www.dmcc. com The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure -II which forms part of this Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your company always endeavours and provide conducive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on March 31, 2021.

ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the copy of the Annual Return for FY 2020-21 is uploaded on the website of the Company at www.dmcc.com

Annual Return for 2019-20: https://www.dmcc.com/Media/pdf/Annual-Return-MGT-7_FY-2019-20_DMCC.pdf (after clicking on the link, kindly download the attachment to open the form)

Annual Return for 2020-21: https://www.dmcc.com/Media/pdf/Annual-Return-MGT-7_FY-2020-21-Draft_DMCC.pdf

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meeting have been complied with by the Company.

GENERAL DISCLOSURE

During the year under review:

a) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

b) there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

c) there are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 and there are no instances of one time settlement.

d) there are no significant material changes and commitments a_ecting 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.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 100 _ Annual General Meeting of the Company including the Annual Report for FY 2020-21 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

ACKNOWLEDGEMENTS

The Directors are thankful to your Companys shareholders, customers, suppliers, and contractors, various departments of Central and State Governments and Banks for their continued valuable support. The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted e_orts of the employees at all levels and their continued co-operation and commitment.

For and on behalf of the Board
Laxmikumar Narottam Goculdas
Chairman
DIN : 00459347
Registered O_ce
Prospect Chambers,
317/321, Dr. Dadabhoy Naoroji Road, Fort,
Mumbai 400001.
Date : 10 _ August, 2021