DMCC Speciality Chemicals Ltd

Dear Members,

The Directors are pleased to present the Company's One Hundred and Third (103^rd) Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2024.

Financial Performance

Financial Summary

On a Consolidated basis, the revenue from operations stood to Rs. 32,795.17 lakhs for FY 23-24 as against Rs. 38,665.09 lakhs in the previous year, and on a Standalone basis, the revenue from operations stood to Rs. 32,791.99 lakhs as against Rs. 38,651.60 lakhs in the previous year, this was mainly due to reduction of speciality chemical business and low price realisation in bulk chemicals.

On a Consolidated basis, EBITDA has improved to Rs. 4,672.04 lakhs in FY 23-24 as against Rs. 3,878.12 lakhs in the previous year and the profit before tax stood at Rs. 1,725.04 lakhs in FY 23-24 as compared to the profit of Rs. 1,059.52 lakhs in the previous year.

Other Income includes Rs. 844.28 lakhs (previous year Rs. 98.67 lakhs) on account of sale of investment in unquoted equity shares.

In conclusion, despite the difficult operating environment such as aggressive production by China, de-stocking globally, geopolitical crises, slowdown in Europe, and the decline in agrochemical business, the Company has continued to maintain stable performance.

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

Dividend

Your Directors are pleased to recommend a Final Dividend of Rs. 1/- per equity share of the face value of Rs. 10/- each for the year ended March 31, 2024. 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).

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors of your Company has adopted Dividend Distribution Policy. The Dividend Distribution Policy is also 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 2023-24 in the profit and loss account.

Capital Structure

During the year there were no changes in the Share Capital. The Company's Share Capital structure as on March 31, 2024 is as follows:

During the year, the Company has neither issued shares with differential voting rights nor granted any stock options or issued any sweat equity or 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 four (4) times during the financial year 2023-24 on May 17, 2023, August 09, 2023, November 08, 2023 and February 09, 2024. The maximum time gap between any two board meetings was not more than 120 days as per 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 the composition of the audit committee are included in the Corporate Governance Report, which forms part of this report.

Subsidiary Company

DMCC (Europe) GmbH (Formerly Borax Morarji (Europe) GmbH) is a 100% wholly owned subsidiary Company in Germany. Primarily it owns registrations for your Company's 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 Company's 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 been annexed in the prescribed form AOC-1 as "Annexure V".

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company and the financial statements of the subsidiary, 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 Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website at https://www.dmcc. com/Media/pdf/DMCC_Policy_Determining-Material-Subsidiaries.pdf.

Consolidation of Accounts

In pursuance of the mandatory compliance with the Indian Accounting Standards (Ind AS), as issued by the Ministry of Corporate Affairs, the Company has presented consolidated financial statements for the year under report, consolidating its accounts with the accounts of its wholly owned subsidiary viz. DMCC (Europe) GmbH (Formerly Borax Morarji (Europe) GmbH). A separate report of the Statutory Auditors 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 2023-24 and the date of this report.

Auditors Report

The Auditors Report on the audited standalone and consolidated financial statements for the year ended March 31, 2024 forms an 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).

a) Procedure for Nomination and Appointment of Directors

The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations 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/Non-Executive Directors including 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.

The Company has in place a policy for succession of Board and Senior Management and a Policy on Board Diversity, adopted by the Board on the recommendation of NRC. It is affirmed 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 Company's website at https://www.dmcc.com/ Media/pdf/DMCC_Policy_Remuneration.pdf.

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 Company's 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 Company's website at https://www.dmcc.com/media/pdf/Independent-Director-Appt-Letter-Annexure-Draft_DMCC.pdf.

Directors and Key Managerial Personnel

As on March 31, 2024, the Board of Directors comprised of eight (8) members including two (2) women members of which one is an Independent Board Member. The Board has an appropriate mix of Executive Directors (‘EDs'), Non-Executive Directors (‘NEDs'), and Independent Directors (‘IDs'), which is compliant with the Companies Act, 2013, the Listing Regulations and is also aligned with the best practices of Corporate Governance.

a) Changes at the Board and Key Managerial Personnel

During the year under review, there were following changes at the Board and Key Managerial Personnel:

i. Shri Bimal Lalitsingh Goculdas (DIN: 00422783), Managing Director and Chief Executive Officer of the Company, was re-appointed for a period of three (3) consecutive years w.e.f. April 01, 2023 to March 31, 2026.

ii. Continuation of directorship of Shri Madhu Thakorlal Ankleshwaria (DIN: 02753794), Independent Director of the Company upto the expiry of his 2^nd term i.e. September 16, 2024, as he attains the age of 75 years on August 23, 2024.

iii. Shri Sunil Kumar Goyal was appointed as the Chief Finance Officer of the Company by the Board in terms of Section 203 of the Companies Act 2013, w.e.f. May 18, 2023.

The aforesaid appointments were made by the Board pursuant to the recommendation of NRC and the appointment of Shri Bimal Lalitsingh Goculdas and Shri Madhu Thakorlal Ankleshwaria were duly approved by the members of the Company by way of Postal Ballot on June 23, 2023, and at the 102^nd Annual General Meeting held on September 12, 2023, respectively.

Further, the Board of Directors at their meeting held on May 23, 2024, made the following appointments as Directors of the Company which are subject to the approval of members:

i. Shri Haren Devidas Parekh (DIN: 00004883) is appointed as an Additional Director designated as a Non-Executive Independent Director for the first term of five (5) consecutive years w.e.f. May 23, 2024.

ii. Shri Kuldeep Kumar Tiwari (DIN: 10633725) is appointed as an Additional Director (Whole-Time Director) designated as an "Executive Director (Operations)" for a period of three (3) consecutive years w.e.f. May 24, 2024.

b) Director liable to retire by rotation and offers himself for reappointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Shri Laxmikumar Narottam Goculdas (DIN: 00459347) Non-Executive Chairman of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for the re-appointment. The Board recommends his re-appointment. As per the Secretarial Standard - 2 and the Listing Regulations, a brief profile and other related information of Shri Laxmikumar Narottam Goculdas (DIN: 00459347) Non-Executive Chairman, retiring by rotation forms part of the Notice of ensuing Annual General Meeting.

As of March 31, 2024, Shri Bimal Lalitsingh Goculdas, Managing Director and Chief Executive Officer, Shri Dilip Trimbak Gokhale, Executive Director, Shri Sunil Kumar Goyal, Chief Finance Officer and Shri Omkar Chandrakant Mhamunkar, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Further, Shri Dilip Trimbak Gokhale, Executive Director and Key Managerial Personnel (DIN: 06734397) has completed his term on May 21, 2024. Upon completion of his term, he also ceased to be a Director of the Company.

Shri Dilip Trimbak Gokhale has been working with the Company for over 35+ years and before his appointment as the Executive Director, he was designated as Sr. Executive

Vice President & Company Secretary of the Company. Shri Gokhale has been handling various diversified activities and matters of the Company since long, like Secretarial, Legal, Corporate Governance, HR & Administration, Insurance, Banking and Internal Audit etc. Shri Gokhale is a Commerce and law graduate and fellow member of the Institute of Company Secretaries of India. He is also member of All India Management Association holding a Post Graduation Diploma in Management from the said institute. He is also a certified associate of the Indian Institute of Bankers, Mumbai, and is an Ex-Banker.

Keeping in view the above, and considering the experience and expertise of Shri Dilip Trimbak Gokhale, on the recommendation of the NRC, the Board decided to continue the association with him as a Senior Management Personnel and appointed Shri Dilip Trimbak Gokhale, as a Senior Management Personnel of the Company designated as Sr. Executive Vice-President for a period of three (3) consecutive years w.e.f. May 23, 2024 to May 22, 2027.

Committees of the Board

As on March 31, 2024 the Company has Six (6) Committees of the Board i.e. Audit Committee (‘AC'), Risk Management Committee (‘RMC'), Nomination and Remuneration Committee (‘NRC'), Stakeholders' Relationship Committee (‘SRC'), Corporate Social Responsibility Committee (‘CSR') and Independent Directors Committee (‘IDC'). The composition of the above committees, as of March 31, 2024, is disclosed in the Corporate Governance Report forming part of the Annual Report.

Declaration by 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 the 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 under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee(s) of 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, all Independent Directors of the Company viz. Shri Sanjeev V. Joshi, Shri Madhu T. Ankleshwaria, Shri Mukul M. Taly and Dr. (Mrs.) Janaki A. Patwardhan have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (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 Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, the performance of the individual directors, and the working of its committees, based on the evaluation criteria defined by the NRC for the performance evaluation process of the board, its committees and individual director.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. 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, effectiveness 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, effectiveness of Committee meetings, etc. The performance of the Board, committees and individual directors was found satisfactory.

During the year under review, a separate meeting of Independent Directors of the Company was held on February 08, 2024 in person, wherein all Independent Directors were present. At the said meeting, Independent Directors discussed and evaluated the performance of the Non-Executive Chairman, Non-Executive Vice Chairperson, Managing Director, and Chief Executive Officer and Executive Director, the Board and its various committees as a whole and also assessed the quality, quantity, and timeliness of the flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Board Diversity

The Board of Directors enables efficient functioning through differences in perspective and skill, and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out its approach to diversity. The policy is available on the website of the Company at https://www.dmcc.com/ Media/pdf/Board-Diversity-Policy_DMCC.pdf.

Related Party Transactions

All related party transactions that were entered during the financial year under review, were in the ordinary course of business and on an arm's length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy.

There are no materially significant related party transactions entered 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 related party transactions entered into by the Company are disclosed in Note No. 40 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 approvedbytheBoardisuploadedontheCompany'swebsiteat https://www.dmcc.com/Media/pdf/Related-Party-Transactions-Policy_DMCC.pdf.

Risk Management

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Regulation 21 of the Listing Regulations which reflects the overall risk management philosophy, the Company's overall approach to risk management, risk assessment, risk mitigation mechanism and the role and responsibilities for risk management. The Company has also laid down procedures 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 constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company's Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns/risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. The details pertaining to composition of Risk Management Committee are included in the Corporate Governance Report, which forms part of this report. The Risk Management Committee meetings are held twice in a year.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

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 regard to maintaining proper accounting controls for ensuring the 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, 2024, the internal financial controls were adequate and operating effectively.

Prohibition of Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulation 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 Designated Persons and their Relatives (‘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 affairs 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)

Your Company has in place 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 the 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.

Credit Ratings

During the year under review, CRISIL Ratings Limited (CRISIL) has reaffirmed the Long-Term Rating of CRISIL BBB+/Stable for the Total Bank facilities of Rs. 105.00 crores and also CRISIL BBB+/Stable for the Company's Fixed Deposit (FD) Programme of Rs. 20.00 crores. During the year the limit of Fixed Deposit (FD) Programme of the Company was enhanced from Rs. 10.00 crores to Rs. 20.00 crores.

a) Responsible 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 pleased to inform you that both the plants of the Compay are now registered under Responsible Care^?. 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 components, third-party mentoring, and a series of audits. The existing validity of authorisation to use Responsible Care^? Logo is renewed for further period of Three Years i.e. from April 2022 to March 2025.

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 (DSIR), Government of India, New Delhi.

c) Together 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 the European market.

d) ISO Certification: Both plants of the Company, situated at Roha, Dist. Raigad in the state of Maharashtra and Dahej, Dist. Bharuch in the state of Gujarat enjoy ISO 9001:2015 Certification.

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

f) Certificate of Merit from the National Safety Council: Your Company is awarded with "Certificate of Merit ‘' under ("Chemical and Fertiliser Category") by the National Safety Council - Maharashtra Chapter for achieving "Zero Accident Frequency Rate" for the year 2020 for its Manufacturing Facility at Roha, Maharashtra.

g) Certificate of Merit from CHEMEXIL: Your Company is awarded with "Certificate of Merit‘' for the Outstanding Export performance in FY 2017-18. The Award was presented by Smt. Anupriya Patel, Hon'ble Union Minister of State for Commerce and Industry, Govt. of India at 47^th Export Awards ceremony of CHEMEXCIL held on April 15, 2023 at Mumbai.

h) Award from FICCI for Efficiency in Water Usage: Your Company was accredited with FICCI Chemicals & Petrochemical award 2022. The award is a recognition for Efficiency in Water Usage in Chemicals.

a) Statutory Auditors:

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. Rahul Gautam Divan & Associates, Chartered Accountants (ICAI Firm Registration No. 120294W) were re-appointed as the Statutory Auditors of your Company at the 101^st Annual General Meeting for a term of 5 years, to hold office from that meeting till the conclusion of 106^th Annual General Meeting to be held in 2027. As per the provisions of Section 139 of the Act, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2024 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements forming part of the annual report.

M/s. Rahul Gautam Divan & Associates is a member of Intercontinental Grouping of Accountants and Lawyers, a worldwide association of professional services firms, offering high quality accounting, auditing, legal and consultancy services. The combined experience of the partners in the chartered accountancy profession within the firm is over 42 years. Rahul Gautam Divan & Associates have associated offices in Ahmedabad, with resident partners at the associated office. Rahul Gautam Divan & Associates have been involved in the Statutory Audits and also Internal Audits of various companies, and have the wide 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 re-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 April 01, 2022 to March 31, 2025. The Internal Auditors, Mahajan & Aibara, Chartered Accountants LLP, 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:

The Cost Records of the Company are maintained in accordance with the provisions of Section 148(1) of the Companies Act, 2013. The Cost Audit Report, for the financial year ended March 31, 2023, was filed with the Central Government within the prescribed time. The Board, on the recommendation of the Audit Committee, had appointed Shri S.S. Dongare, Practising Cost Accountants as the Cost Auditors to conduct the audit of the Company's cost records for the financial year ended March 31, 2025.

The Cost Auditors have confirmed that their appointment is within the limits of Section 141(3) (g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

The Cost Auditors will submit their report for the financial year ended March 31, 2024, on or before the due date. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for the financial year ended March 31, 2025, is required to be ratified by the members, the Board recommends the same for approval by members at the ensuing Annual General Meeting.

d) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereunder, Shri Satish Kumar Jain, Proprietor of SKJ & Associates, Practicing Company Secretaries (FCS 6398/PCS 6632) were appointed to conduct the secretarial audit of the Company for the financial year 2023-24.

Secretarial Audit Report

The Secretarial Audit Report for the FY 2023-24 as submitted by the Secretarial Auditors in Form MR-3 is annexed to this Report as "Annexure III" and form part of this report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Compliance Monitoring

Your Company has set up a Compliance Management System (CMS) for effectively monitoring and ensuring compliances of all legal provisions applicable to the Company.

Managerial Remuneration and Particulars of Employees

The particulars of employees as required under Section 197 of the Companies Act, 2013 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 March 31, 2024 have been furnished and are provided in "Annexure IV" to this Report. Further disclosure required under Para IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Corporate Governance 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 Office of the Company. The said information is available for inspection by the members at the Registered Office of the Company on any working day of the Company up to the date of the 103^rd Annual General Meeting.

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 the year, your Company has accepted fresh deposits of an amount of Rs. 53.25 lakhs and as on March 31, 2024 fixed deposit aggregating to Rs. 957.25 lakhs are outstanding. There are no fixed deposits remaining unpaid or unclaimed as at the end of the year. Further, no amount of principal or interest was outstanding or in default as on March 31, 2024.

Post-Merger of Borax Morarji Limited (BML) with your Company, the balance amount of unclaimed matured deposit of erstwhile BML, as on March 31, 2023 was Rs. 0.10 lakhs. During the year 2023-24, the Company has transferred the said Rs. 0.10 lakhs to IEPF and thus, as on March 31, 2024 there are no deposits amounts lying unclaimed with the Company.

Unpaid/Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all dividends which remains unpaid or unclaimed for a period of seven years from the date of their transfer to the unpaid dividend account are required to be transferred by the Company to the Investor Education and Protection Fund (‘IEPF'), established by the Central Government. Further, as per IEPF Rules, the shares on which dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Further, as per Rule 6(8) of IEPF Rules, all benefits such as bonus shares, split, consolidation except right issue, accruing on shares which are transferred to IEPF, shall also be credited to the demat account of the IEPF authority.

As of now the Company is not required to transfer any Un-claimed/Unpaid Dividend to the Investor Education and Protection Fund established by the Central Government.

The dividend for the following years if remaining unclaimed for seven years, will be liable to be transferred by the Company to IEPF according to the schedule given below. Shareholders who have not so far encashed their dividend warrant or have not received the same are requested to seek issue of duplicate warrant by writing to Link Intime India Private Limited confirming non-encashment/non-receipt of dividend warrant.

The details of Unclaimed Dividends by Shareholders are also made available on the website of the Company and at https:// www.dmcc.com/investor/investor-information/dividends and are updated at periodic intervals.

Particulars of Loans, Guarantees, or Investments

During the year under review, your Company has neither given loan to any bodies 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. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the financial statements. The said investment was within the limits specified under Section 186 of the Companies Act, 2013.

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 auditors and secretarial auditors, 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 Company's internal financial controls were adequate and effective during the financial year ended March 31, 2024.

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, 2024, 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 affairs of the Company as at March 31, 2024, and of the profit of the Company for the year ended on that date;

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

d) that the annual accounts have been prepared on a going concern 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 effectively; 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 effectively.

Management's Discussion and Analysis

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year, is presented in a separate Section, forming part of the Annual Report.

Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations a separate Section titled Report on Corporate Governance is included in this Annual Report and the certificate of the statutory auditors of the Company certifying compliance with the conditions of corporate governance as stipulated under relevant Regulations of the Listing Regulations is obtained and annexed with the report on Corporate Governance.

Business Responsibility Sustainability Report

In terms of Regulation 34(2)(f) of the Listing Regulations and SEBI vide its General Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, detailed information on the initiatives taken by the Company from an environmental, social and governance perspective is provided in the Business Responsibility Sustainability Report and included in 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 and other stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. 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 affirmed 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 https://www.dmcc.com/Media/pdf/Whistle-Blower-Vigil-Mechanism_DMCC.pdf.

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 https://www.dmcc.com/Media/pdf/CSR-Policy_DMCC.pdf The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 and salient features of CSR policy 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 and the same is posted on the Webiste of the Company at https://www.dmcc.com/Media/pdf/ Prevention-of-Sexual-Harrasement-Policy_DMCC.pdf. 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, 2024.

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 2023-24 is uploaded on the website of the Company and the same is available at the website of the Company at https://www.dmcc.com/investor/statutory-information/ annual-returns.

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.

Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 34 read with Schedule V of Listing Regulations, the details of the shares in the Dematerialization Suspense Account/Unclaimed Suspense Account for FY 2023-24 are as follows:

* As on date, the said shares has been dematerisalised and transferred to the Company's Unclaimed Suspense Demat Account.

The members are requested to note that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. The Details of Unclaimed Shares are available under the Investor Section on the website of the Company at https://www.dmcc.com/investor/investor-information/unclaimed-shares .

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 the 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 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.

During the year under review, there was no change in the nature of business of the Company.

Dispatch of Annual Report through electronic mode

In compliance with the provisions of MCA vide its circular no. 09/2023 dated September 25, 2023, and SEBI vide its circular dated October 07, 2023 has dispensed with the printing and dispatch of hard copies of annual reports to shareholders. Hence, the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email IDs are available with the Depositories/RTA. The Annual Report 2023-24 is available on the Company's website at www.dmcc.com.

We also request all the investors whose email id(s) are not registered to take necessary steps to register their email id with the Depository Participant/Registrar and Share Transfer Agent.

Green Initiatives

We request all the shareholders to support the ‘Green Initiative' of the Ministry of Corporate Affairs and the Company's continuance towards greener environment by enabling the service of the Annual Report, AGM Notice and other documents electronically to your email address registered with your Depository Participant/Registrar and Share Transfer Agent.

Acknowledgements

The Board of Directors of your Company is pleased to acknowledge with gratitude the cooperation and continued support extended by shareholders, customers, suppliers, and contractors, various departments of Central and State Governments and Banks. The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation and commitment.