Dear Shareholders,
Your Directors take pleasure in presenting the 75th Annual Report on
the business and operations of DIC India Limited ('Company'), along with the summary of
financial statements for the year ended December 31, 2022.
Financial Highlights (Rs.in Lakhs except EPS gure)
|
|
Year ended |
Particulars |
December 31, 2022 |
December 31, 2021 |
|
(Audited) |
(Audited) |
Revenue from Operations (Including other Operating Income) |
87,199.01 |
74,482.95 |
Other Income |
796.36 |
952.59 |
Total Income |
87,995.37 |
75,435.54 |
Total Expenses |
86,864.07 |
73,759.41 |
Pro t before Exceptional Item and Tax |
1,131.30 |
1,676.13 |
Exceptional Item: |
3,300.00 - |
- |
Pro t Before Tax |
4,431.30 |
1,676.13 |
Tax Expense - Current tax |
375.34 |
407.51 |
- Deferred Tax Charge/ (Credit) |
(42.45) |
29.77 |
Total Tax Expenses |
332.89 |
437.28 |
Pro t for the Period/ Year |
4,098.41 |
1,238.85 |
Other Comprehensive Income/ (Loss) |
(8.19) |
(34.68) |
Total Comprehensive Income for the Period/ Year |
4,090.22 |
1,204.17 |
Paid-up Equity Share Capital |
917.90 |
917.90 |
Earnings per equity share (of Rs.10 each) (not
annualised) |
|
|
(a) Basic |
44.65 |
13.50 |
(b) Diluted |
44.65 |
13.50 |
State of Company's Affairs
Your Company recorded a turnover of Rs. 86,802.30 lakh in the current
year against Rs. 74,214.90 lakh in the previous year. The sales volume was higher by 2%
against 2021 with a value growth of 17%. The economic volatility witnessed in 2021 eased
in 2022 but still faced several headwinds with global economic slowdown, impact of
Covid-19 in some countries and the ongoing geo political con ict, leading to elevated
input prices, tightening monetary policy, moderation of domestic consumption due to high
in ation affecting the Packaging segment and volatility in exchange rates, affecting the
overall business during the year.
The Company received during the year an additional consideration
amounting to Rs. 3,300 lakhs as per the conveyance deed executed on June 18, 2020 towards
sale of Land of the Company located at Chandivali, Mumbai to Godrej Properties Ltd. and
has disclosed the same as an exceptional item in the current year.
The Company has decided to aggregate its two operating segments i.e.
'Inks' and 'Lamination Adhesive' as the management is of the view that Lamination Adhesive
segment will not be of continuing significance to the Company's business and is expected
to remain below the quantitative thresholds as stated in IND AS 108.
The Company registered a Pro t before tax and exceptional income
(including Other Comprehensive Income) of Rs. 1,120.36 lakh for the year ended December
31, 2022 against a Pro t before tax (including the Comprehensive
Income) of Rs. 1629.78 lakh in the previous year. On an overall basis
including the exceptional Income and Comprehensive Income, the Pro t before tax was Rs.
4431.30 lakh for the year ended December 31, 2022
ments for their consistent support and encouragement to the Company.
Management Discussion and Analysis
The Management Discussion and Analysis as required in terms of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations) is annexed to the report as Annexure A.
Dividend
The Board of Directors have recommended a nal dividend of Rs. 2.00
(Rupees Two only) per equity share for FY 2022 for the approval of the Members at the
ensuing Annual General Meeting (AGM).
The dividend will be paid out of profits for the year. The dividend is
subject to the approval of the Shareholders at the Annual General Meeting ('AGM')
scheduled to be held on Wednesday, March 22, 2023. The dividend once approved by
Shareholders will be paid on and from April 5, 2023.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the shareholders effective 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.
The Register of Members and Share Transfer Books of the Company will
remain closed from March 16, 2023 to March 22, 2023 (both days inclusive).
Transfer to Reserves
The Company has not transferred any amount to the General Reserve for
the financial year ended December 31, 2022.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report
No material changes and commitments have occurred after the closure of
the year till the date of this Report, which affect the financial position of the Company.
Changes in the Nature of Business
There has been no fundamental change in the nature of business of the
Company during the financial year ended December 31, 2022.
Change in Share Capital
The paid-up share capital of the Company as on December 31, 2022 was
Rs. 917.89 Lakh and there has been no change in the capital structure of the Company.
Meetings of the Board and Committees of the Board
The Board met ve times during the year under review. The intervening
gap between the meetings was within the period prescribed under the Companies Act, 2013
(the 'Act') and the SEBI Listing Regulations. The Committees of the Board usually meet the
day before or on the day of the Board meeting, or whenever the need arises for transacting
business. Details of composition of the Board and its Committees as well as details of
Board and Committee meetings held during the year under review are given in the Corporate
Governance Report.
Declaration By Independent Directors
The Company has received the necessary declaration from each
Independent Director in accordance with Section
149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI
Listing Regulations, that he/she meets the criteria of independence as laid out in Section
149(6) of the Act and Regulation16(1)(b) of the SEBI Listing Regulations.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as independent directors of the Company and
the Board is satisfied of the integrity, expertise, and experience (including pro ciency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board.
Evaluation of Board's Performance
The Board evaluated the effectiveness of its functioning, that of the
Committees and of individual Directors, pursuant to the provisions of the Companies Act,
2013 and SEBI Listing Regulations. The Board sought the feedback of Directors on various
parameters including:
Degree of ful llment of key responsibilities towards stakeholders (by
way of monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);
Structure, composition, and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its
Committees;
Effectiveness of the deliberations and process management;
Board/Committee culture and dynamics; and
Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole, and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
The Nomination and Remuneration Committee reviewed the performance of
the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the independent
directors and the meeting of Nomination and Remuneration Committee, the performance of the
Board, its committees, and individual directors was discussed.
The evaluation process endorsed the Board Members' con dence in the
ethical standards of the Company, the resilience of the Board and the Management in
navigating the Company during challenging times, cohesiveness amongst the Board Members,
constructive relationship between the Board and the Management, and the openness of the
Management in sharing strategic information to enable Board Members to discharge their
responsibilities and fiduciary duties.
Familiarisation Programme for Directors
As a practice, all new Directors (including Independent Directors)
inducted to the Board are given a formal orientation. The familiarisation programme for
our Directors is customised to suit their individual interests and area of expertise. The
Directors are usually encouraged to interact with members of Senior Management as part of
the induction programme. The Senior Management make presentations giving an overview of
the Company's strategy, operations, products, markets and Group structure, Board
constitution and guidelines, and the major risks and risk management strategy. This
enables the Directors to get a deep understanding of the Company, its people, values and
culture and facilitates their active participation in overseeing the performance of the
Management.
Remuneration Policy
A Nomination and Remuneration Policy formulated and adopted pursuant to
the provisions of Section 178 and other applicable provisions of the Companies Act, 2013
and Rules thereto inter alia de ne the Companies policy on appointment and remuneration by
the Nomination and Remuneration Committee.
The said policy may be referred to, at the Company's website
https://www.dic.co.in/sites/default/ les/2021-01/remuneration-policy.pdf.
Particulars of Loans, Guarantees or Investments
The Company has not given any loan, guarantees prescribed under Section
186 of the Companies Act, 2013.
During the year under review, the Company has acquired 5.1% of issued
and paid-up Capital of Solarstream Renewable Services Pvt. consisting of 4,96,000 equity
shares of Rs. 10/- each as captive consumer for solar power in terms of the (Indian)
Electricity Act, 2013.
Subsidiary/Associates/Joint Venture Companies
The Company does not have any subsidiary/associate/joint venture
company for the year ended December 31, 2022.
Deposits
In terms of the provisions of Section 73 to 76 of the Act read with the
relevant rules made thereunder, your Company has not accepted any deposit from the public.
Annual Return
The Annual Return for financial year 2022 as per provisions of the Act
and Rules thereto, is available on the Company's website at
https://www.dic.co.in/investors/corporate-news.
Energy, Technology & Foreign Exchange
As required under Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, the information relating to Conservation of
Energy, Technology Absorption and Foreign Exchange earnings & outgo is annexed and
forms a part of this Report as Annexure B.
Human Resources
DIC India believes that the Competence and Commitment of our employees
are the key differentiating factors which enable our organization to create value by
offering quality products & services to our customers. We strive to create a
harmonious work environment & strengthen our work culture to drive high level of
performance orientation. As a part of the culture, we are committed towards scaling up
competence level of employees & offering them a long term career to attract &
retain talent. As on December 31, 2022, the Company had 474 employees (previous year 492)
on its direct pay roll.
Information in accordance with the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, forms part of this Report as Annexure C.
As per the provisions of Section 136(1) of the Companies Act, 2013, the Annual Report
excluding the information on employee's particulars under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the
members which is, however, available for inspection in electronic mode. Members can
inspect the same by writing to investors@dic.co.in. Any member interested in obtaining
such information may write to the Company Secretary and the same will be furnished without
any fee.
Disclosures Under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your
Company has in place a Policy for Prevention of Sexual Harassment of Women at Work Place
and constituted an Internal Complaints Committees (ICC). No complaint has been received
during the year ended December 31, 2022.
Audit Committee
The composition and terms of reference of the Audit Committee has been
furnished under Clause 6 in the Corporate Governance Report forming a part of this Report.
There had been no instances where the Board has not accepted the recommendations of the
Audit Committee.
Particulars of Contracts or Arrangements with Related Parties
Related Party Policy has been adopted by the Board of Directors for
determining the materiality of transactions with related parties and dealings with them.
The said policy may be referred to, at the Company's website
https://www.dic.co.in/sites/default/ les/2021-01/related-party-policy.pdf. The Audit
Committee reviews all related party transactions quarterly.
Further, during the year there were no material related party contracts
entered into by the Company and all contracts were at arm's length and in ordinary course
of business.
Whistle Blower Mechanism
The Company has an updated Whistle Blower Policy in place. The said
policy may be referred to, at the Company's website https://www.dic.co.in/sites/default/
les/2021-04/Whistle_Blower_Policy_0.pdf
Internal Control Systems
The Company has an adequate system of internal control procedures which
is commensurate with the size and nature of its business. Detailed procedural manuals are
in place to ensure that all the assets are protected against loss and all transactions are
authorized, recorded and reported correctly. The internal control systems of the Company
are monitored and evaluated by internal auditors and their audit reports are reviewed by
the Audit Committee of the Board of Directors. The observations and comments of the Audit
Committee are placed before the Board.
Risks & Mitigation Steps
The Board has adopted a risk management policy where various risks
faced by the Company have been identified and a framework for risk mitigation has been
laid down. Even though not mandated, the Company has constituted a Risk Management
Committee to monitor, review and control risks. The risks and its mitigating factors are
discussed in the Board.
Corporate Social Responsibility (CSR)
Acknowledging its responsibility towards the society, your Company has
put in place a CSR Policy, which may be referred to at the Company's website
https://www.dic.co.in/sites/default/ les/2022-02/CSR%20Policy.pdf. The CSR Committee
guides and monitors the activity undertaken by the Company in this sphere.
Pursuant to the provisions of Section 135 of the Companies Act, 2013
and applicable Rules, for the year ended December 31, 2022, the Company had a corpus of
Rs. 33.58 Lakh in its CSR funds to be spent towards CSR activity.
DIC India comes forward to help the community in line with the United
Nations' social development goals with Deeksha and Saksham
programs.
As a part of DIC India Corporate Social Responsibility, the Company has
identified Education and Health as the two (2) thematic areas for intervention. These are
the areas identified as per the guidelines laid down in Section 135 of the Companies Act.
In year 2022, the Company actively worked on the following CSR
initiatives under the thematic areas chosen:
The Deeksha program for Children education is being
implemented to further the Sustainable Development Goals adopted by the United Nations
focusing on Quality Education, Gender Equality, and Decent Work and Economic Growth. We at
DIC India envisage to help in child education and nurture a better community around our
upcoming mother plant in Bharuch. This shall not only improve the education level of
children but also improve on quality employable manpower in the near future.
Under the Deeksha programs, children from underprivileged
families have been brought under our wings to be guided and groomed for a successful
future with quality education. Our program of Deeksha is executed by our experienced NGO
partner Jeevan Tirth, who have expertise in execution of United Nations sustainable goals.
"Saksham" program is with Taluka Health Of cer/ Centre, catering for local
population in effective delivery of health services.
Through the Deeksha program DIC India has ensured that
quality education to be imparted to the future stars with interactive learning modules.
Children are being educated under the Deeksha program will be provided free
books & course material for a quality sustainable education in line with New Education
Policy 2020
As a part of Saksham, our commitment to help the local
community around Saykha, Bharuch, DIC India provided Digital X- Ray Machine to enable
effective medical facility to the needy people of the surrounding villages. In absence of
the such facility, they were commuting to Bharuch. With availability of Digital X Ray
Machine at Taluka Centre, diagnosis has become expeditious and response time has
considerably reduced.
The Company, in the Financial Year 2022 could not utilize the full CSR
Corpus, as Rs. 1.93 Lakh out of 33.58 Lakh. The Company had proposed to set-up a library
at Saykha, Gujarat for children in Partnership with NGO Partner Jeevan Tirth with an
estimated budget of Rs, 2 Lakh. However, due to lack of proper infrastructure the Project
could not go through. Consequently, the Company has transferred the unspent CSR Fund of
Rs. 2 Lakh to Prime Minister National Relief Fund. CSR Annual Report is annexed to this
report as Annexure D.
Corporate Governance
Your Company attaches considerable significance to good Corporate
Governance as an important step towards building investor con dence, improving investors'
protection and maximizing long-term shareholders' value.
Pursuant to the SEBI Listing Regulations, the Corporate Governance
Report is annexed to this report as Annexure E. Further, the certificate of the
Statutory Auditors, M/s Deloitte Haskins & Sells LLPs, confirming compliance of
conditions of Corporate Governance as stipulated under Schedule V(E) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed to this report as Annexure F.
Secretarial Standards
The Company has in place proper systems to ensure compliance with the
provisions of the applicable secretarial standards issued by The Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
Directors
During the year under review, there were no changes in the Directors of
the Company.
Mr. Ho Yeu Guan (DIN: 08066136), Consequent to his superannuation from
the Group, has resigned from the Board effective from February 08, 2023.
Mr. Adnan Wajhat Ahmad (DIN: 00046742), on February 8, 2023, was
appointed as an Additional Director (Non-Executive Independent) on the Board of the
Company to hold office till ensuing AGM. The Board recommends his appointment as
Non-Executive Independent Directors w.e.f. February 8, 2023 till March 31, 2026.
Mr. Ryohei Kohashi (DIN: 10043620), on February 8, 2023, was appointed
as an Additional Director (Non-Executive Non-Independent) on the Board of the Company to
hold office till ensuing AGM. The Board recommends his appointment as Non-Executive
Non-Independent Directors w.e.f. February 8, 2023.
Further, in terms of Applicable provisions of the Act and the Articles
of Association of the Company, Mr. Masahiro Kikuchi (DIN: 08024525), Director of the
Company retires at the ensuing AGM and being eligible, seeks reappointment.
The necessary resolutions for appointment of Mr. Adnan Wajhat Ahmad,
Mr. Ryohei Kohashi and re-appointment of Mr. Masahiro Kikuchi forms part of the Notice
convening the ensuing AGM scheduled to be held on Wednesday, March 22, 2023.
The pro le and particulars of experience, attributes, and skills that
qualify Mr. Ahmad, Mr. Kohashi and Mr. Kikuchi, for Board membership, are disclosed in the
said Notice.
Key Managerial Personnel
In terms of Section 203 of the Act, the Key Managerial Personnel of the
Company are:
1. Mr. Manish Bhatia Managing Director & Chief Executive Of
cer
2. Mr. Taishi Nojima- Whole Time Director
3. Mr. Sandip Chatterjee - Chief Financial Of cer
4. Mr. Raghav Shukla Corp. General Manager-Legal & Company
Secretary
During the year under review, there has been no change in the Key
Managerial Personnel.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Board of
Directors to the best of their knowledge and ability con rms that:
i. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures,
if any;
ii. 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 affairs of the company at the end of the
financial year and of the Pro t and Loss of the company for that period;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
iv. The Directors had prepared the annual accounts on a going concern
basis; and
v. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
vi. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Statutory Auditors
As per the provisions of the Act, the Company appointed M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants as the Statutory Auditors of the Company
for a period of ve years commencing from the conclusion of the 70th Annual General Meeting
held on March 22, 2018 till the conclusion of 75th Annual General Meeting.
The Company Proposes to appoint a new audit firm to audit its books of
account for the financial year ending December 31, 2023 and onwards. The Audit Committee
of the Board considered and recommended appointment of M/s Price Waterhouse Chartered
Accountants LLP (FRN: 012754N/N500016) as the Statutory Auditors of the Company for a
period of ve years commencing from the conclusion of the ensuing 75th Annual General
Meeting scheduled to be held on March 22, 2023. The Board, at its meeting held on February
24, 2023 accepted the decision of the Audit Committee and recommends for your approval the
appointment M/s Price Waterhouse Chartered Accountants LLP (FRN: 012754N/N500016) as the
Statutory Auditor of the Company to hold office till the conclusion of Eightieth Annual
General Meeting.
Statutory Auditors' Observations
The Auditors' Report on the Financial Statements for the Financial Year
ended December 31, 2022 is an Un-modi ed report and does not contain any quali cation,
report of fraud, reservation, adverse remark or disclaimer and do not call for any further
comments. In respect of the comments by Auditors, in item No. 1(b) of Audit Report, please
refer to note no. 47 of the notes to accounts forming part of financial statements.
Secretarial Auditor
The provisions of Section 204 of the Companies Act, 2013 mandates
Secretarial Audit of the Company by a Company Secretary in Practice. The Board appointed
M/s. T. Chatterjee & Associates, Practicing Company Secretary (Firm
Registration No. P2007WB067100) as the Secretarial Auditor for the
financial year ending December 31, 2022. The Secretarial Auditors' Report for the
financial year ended December 31, 2022 is annexed to this Report as Annexure G.
There are no quali cation, reservation, adverse remark or disclaimer in the said report
and do not call for any further comments.
Cost Auditor
M/s. Sinha Chaudhuri & Associates, Cost Accountants (Firm regn. No.
000057) were appointed as the Cost Auditors for auditing the Company's cost accounts for
the year ended December 31, 2022.
Transfer to Investor Education & Protection Fund
During the financial year ended December 31, 2022, No unpaid or
unclaimed dividend or shares were liable to be transferred to Investor Education and
Protection Fund.
Signi cant and Material Orders
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's operations in
future.
Acknowledgement
Your Directors take this opportunity to thank the employees, customers,
shareholders, suppliers, bankers, business partners/associates, financial institutions,
Securities and Exchange Board of India and Central and State Governments for their
consistent support and encouragement to the Company.
|
|
For and on behalf of the Board |
February 24, 2023 |
Sd/- Partha Mitra |
Sd/- Manish Bhatia |
Noida |
Director |
Managing Director & |
|
DIN: 00335205 |
Chief Executive Of cer |
|
|
DIN: 08310936 |
|