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EQUITY - MARKET SCREENER

Deepak Fertilizers & Petrochemicals Corp Ltd
Industry :  Chemicals
BSE Code
ISIN Demat
Book Value()
500645
INE501A01019
239.4114304
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
DEEPAKFERT
24.84
6891.32
EPS(TTM)
Face Value()
Div & Yield %
21.98
10
1.83
 

As on: Apr 19, 2024 01:23 PM

To the Members

Your Directors have pleasure in presenting the Forty-Third Annual Report together with Audited Accounts of the Company for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS

The summarized financial results for the year are as under:

Sr. No. Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
1 Total Revenue (including Other Operating Revenues) 2,34,982 2,28,944 1,130,069 7,66,329
2 Profit before tax 39,014 26,620 181,552 1,01,253
3 Less:
a) Current Tax (Net) 8,855 6,705 55,178 31,489
b) Deferred Tax 1,025 137 4,286 1,016
4 Net Profit after tax (2 - 3) 29,134 19,778 59,464 32,505
5 Net profit attributable to:
a) Owners of the Company 29,134 19,778 1,21,010 67,827
b) Non-controlling interest NA NA 1,078 921
6 Other comprehensive income for the year:
a) Owners of the Company (965) 671 (1,039) 745
b) Non-controlling interest NA NA (76) 59
7 Total Comprehensive Income for the year
a) Owners of the Company 28,169 20,449 1,19,971 68,572
b) Non-controlling interest NA NA 1,002 980
8 Add: Surplus brought forward 1,48,423 1,36,757 262,953 2,04,771
9 Amount available for Appropriations (5a + 8) 1,77,557 1,56,535 3,83,963 2,72,598
10 Appropriations:
a) Increase in non-controlling interest due to issuance of share capital - - (339) (1,533)
b) Dividend on Equity Shares (Net) (10,853) (8,112) (10,853) (8,112)
c) Tax on Proposed Dividend (Net) - - - -
11 Surplus carried to Balance Sheet (9 + 10) 1,66,704 1,48,423 373,110 2,62,953

STATE OF AFFAIRS OF THE COMPANY

Your Company has achieved a total revenue of Rs. 2,350 Crore (including Rs. 230 Crore from trading operations) during the year under review as against previous year's level of Rs.2,289 Crore (including Rs. 525 Crore from trading operations). Profit Before Tax (PBT) for the year under review was Rs. 390 Crore as against Rs. 266 Crore in the previous year. Net Profit for the current year was recorded at Rs. 291 Crore as against Rs. 198 Crore in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis (MDA), which forms part of this Report, inter alia, deals adequately with the operations and also current and future outlook of the Company on a consolidated basis.

ISSUE OF FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

As reported in the previous annual reports, the Company had issued Foreign Currency Convertible Bonds (FCCBs) to

International Finance Corporation (IFC). The details of FCCBs issued are as given below:

Date Tranche No. of FCCBs Face value Amount
19th October, 2019 First 30 US$ 500,000 each US$ 15 million (Approx. Rs. 107 Crore)
30th September, 2020 Second 30 US$ 500,000 each US$ 15 million (Approx. Rs. 109 Crore)

CONVERSION OF FIRST TRANCHE OF FCCB'S

In the previous year i.e., FY 2021-22, the Company upon receipt of conversion notice from IFC on 23rd June, 2021, requesting the Company to convert First Tranche of FCCBs into equity shares, has allotted 54,76,831 equity shares of the Company at

Rs. 195/- per share on 1st July, 2021.

CONVERSION OF SECOND TRANCHE OF FCCB'S

During the year under review, the Company upon receipt of conversion notice from IFC on 29th August, 2022, requesting the Company to convert Second Tranche of FCCBs into equity shares, has allotted 56,44,877 equity shares of the Company at

Rs. 195/- per share on 1st September, 2022.

As on 31st March, 2023, no FCCBs issued under the First and Second Tranche are outstanding.

ISSUE OF COMPULSORY CONVERTIBLE DEBENTURES (CCDS) BY MATERIAL SUBSIDIARY i.e., MAHADHAN AGRITECH LIMITED (FORMERLY KNOWN AS SMARTCHEM TECHNOLOGIES LIMITED)

As reported in the previous Annual Reports, Mahadhan AgriTech Limited, Wholly Owned Material Subsidiary has issued CCDs, on a private placement basis to International Finance Corporation Limited. The details of CCDs issued are as given below:

Date Tranche No. of CCDs Face value Amount (Rs.in Crores)
16th October, 2019 First 1,050 Rs. 10,00,000 each 105
5th October, 2020 Second 1,050 Rs. 10,00,000 each 105
Total 2,100 210

As on 31st March, 2023, the aforesaid CCDs issued in the First Tranche and in the Second Tranche are outstanding.

ISSUE OF EQUITY SHARES THROUGH QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the year under review, no shares were issued through qualified institutions placement.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT

During the year under review, the Company has not raised any amount through preferential allotment or qualified institutions placement or any amount that was raised in the earlier financial years were fully utilised as on 31st March, 2022 and hence the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were not applicable to the Company during the year under review.

DIVIDEND

Considering the performance of the Company, the Board of Directors of the Company recommends a dividend @ 100% i.e., Rs. 10/- per Equity Share (Previous year Rs. 9 per Equity Share) of Rs. 10 each of the Company for the year ended 31st March, 2023.

The proposed dividend is in line with the ‘Dividend Distribution Policy' adopted by the Board at its meeting held on 30th June, 2017. The Policy is available on the Company's website: DividendDistributionPolicyDFPCL30June2017.pdf

TRANSFER TO RESERVE

The closing balance of retained earnings of the Company for Financial Year 2022-23 after all appropriations and adjustments was Rs. 166,704 Lakhs. During the year, the Company has not transferred any amount to general reserve.

SHARE CAPITAL

During the year under review, the Company has allotted 56,44,877 equity shares of the Company pursuant to the conversion of second tranche of FCCBs. The details of the issue of aforesaid shares have been provided in the General Shareholder Information. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options.

The paid-up equity share capital of the Company as on 31st March, 2023 was Rs. 126.23 Crores.

CHANGES IN THE BOARD OF DIRECTORS Appointment

Appointment of Independent Directors

During the year under review, the Board of Directors, based on the recommendation of Nomination and Remuneration Committee, had approved the appointment of following persons as Additional Directors in the Capacity of Independent Director of the Company as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of shareholders:

Sr. No. Name of the Director Tenure and years Effective from
1 Mr. Sanjay Gupta First term of 3 consecutive years 2nd February, 2023
2 Mr. Sitaram Kunte First term of 3 consecutive years 2nd February, 2023
3 Mr. Terje Bakken First term of 3 consecutive years 20th February, 2023

Further, the shareholders of the Company through Postal Ballot have provided their approval for the aforesaid appointments. The results of Postal Ballot have been intimated to the Stock Exchanges on 2nd May, 2023. All the relevant details of the Postal Ballot have been provided in the General Shareholder Information, which is the part of this Annual Report.

Re-appointment

Re-appointment of Independent Director

During the year under review, the Board of Directors, based on the recommendation of Nomination and Remuneration Committee, had approved the re-appointment of Mr. Bhuwan Chandra Tripathi as an Independent Director of the Company for the Second Term for 5 consecutive years w.e.f. 13th February, 2023 pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to the approval of shareholders.

Further, the shareholders of the Company through Postal Ballot have provided their approval for the aforesaid re-appointment. The results of Postal Ballot have been intimated to the Stock Exchanges on 2nd May, 2023. All the relevant details of the Postal Ballot have been provided in the General Shareholder Information, which is the part of this Annual Report.

Re-appointment of Shri Sailesh

C. Mehta as Chairman and Managing Director of the Company

The Shareholders of the Company, at their Annual General Meeting held on 18th September, 2018, based on the recommendation of Nomination and Remuneration Committee and the Board, had approved the re-appointment of Mr. Sailesh C. Mehta as Chairman and Managing Director of the Company for a period of 5 years w.e.f. 1st August, 2018.

The Board of Directors, at their meeting held on 24th March, 2023 based on the recommendation of the Nomination and Remuneration Committee, has approved, subject to approval of Members, re-appointment of Mr. Mehta as the Chairman and Managing Director of the Company for a further period of 5 years with effect from 1st April, 2023 with revised monthly salary band within the overall limit of ten percent of the net profits of the Company as per the provisions of the Companies Act, 2013.

Further, the shareholders of the Company through Postal Ballot have provided their approval for the aforesaid re-appointment of Mr. Mehta as Chairman and Managing Director of the Company. The results of Postal Ballot have been intimated to the Stock Exchanges on 2nd May, 2023. All the relevant details of the Postal Ballot have been provided in the General Shareholder Information, which is the part of this Annual Report.

Cessation

Mr. Alok Perti and Dr. Amit Biswas

The shareholders of the Company at their Annual General Meeting held on 14th August, 2019 had approved the appointment of Mr. Alok Perti and Dr. Amit Biswas as Independent Directors of the Company for the first term of 3 consecutive years with effect from 22nd April, 2019.

Subsequently, on the completion of first term of 3 consecutive years on 21st April, 2022, Mr. Alok Perti and Dr. Amit Biswas have ceased to be Independent Directors of the Company.

Mr. Ashok Purwaha

The shareholders of the Company at their Annual General Meeting held on 21st September, 2017 had approved the appointment of Mr. Ashok Purwaha as an Independent Director of the Company for the first term of 5 consecutive years with effect from 7th July, 2017.

Subsequently, on the completion of first term of 5 consecutive years on 6th July, 2022, Mr. Ashok Purwaha has ceased to be an Independent Director of the Company.

The Board places on record its sincere appreciation to the valuable guidance provided by Mr. Alok Perti, Dr. Amit Biswas and Mr. Ashok Purwaha during their tenure as Independent Directors of the Company.

Re-appointment – retiring by rotation

Smt. Parul S. Mehta retires by rotation at the ensuing Annual General Meeting pursuant to provisions of Section 152 of the Companies Act, 2013 and rules made thereunder and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year under review, seven board meetings were held. These meetings were held on 25th May, 2022, 29th July, 2022, 18th October, 2022, 10th November, 2022, 15th December, 2022, 2nd February, 2023 and 24th March, 2023.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Ritesh Chaudhry, VP- Legal and Company Secretary has resigned from the services of the Company w.e.f. 31st March, 2023 and consequently Mr. Gaurav Munoli, Assistant Company Secretary has been designated as Company Secretary and Compliance Officer of the Company.

A STATEMENT REGARDING THE OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During the year under review, Mr. Sanjay Gupta, Mr. Sitaram Kunte and Mr. Terje Bakken were appointed as an Independent Director of the Company. Further, Mr. Bhuwan Chandra Tripathi was re-appointed as an Independent Director of the Company.

The Board is of the opinion that Mr. Sanjay Gupta, Mr. Sitaram Kunte, Mr. Terje Bakken and Mr. Bhuwan Chandra Tripathi are persons of high integrity and reputation and has the requisite expertise and experience including the proficiency.

COMPOSITE SCHEME OF ARRANGEMENT BETWEEN SUBSIDIARIES OF THE COMPANY

The Board of Directors of the Company has approved Composite Scheme of Arrangement between Mahadhan AgriTech Limited (MAL) (Formerly Known as Smartchem Technologies Limited) (Demerged Company or Transferee Company), Deepak Mining Solutions Private Limited (DMSPL) (Resulting Company) and Mahadhan Farm Technologies Private Limited (MFTPL) (Transferor Company) and their respective shareholders in accordance with the provisions of Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

The Scheme provides for demerger of the TAN Business from Demerged Company to the Resulting Company and Amalgamation of the Transferor Company with the Demerged Company.

This will result into creating holistic business entities housed in identified corporate entities.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY AUTHORITIES

1. As disclosed in the last year's report, effective 15th May, 2014, domestic gas supply to the Company was arbitrarily stopped by the Ministry of Petroleum and Natural Gas. The Company successfully challenged the same before the Hon'ble Delhi High Court, which, by its Orders dated 7th July, 2015 and 19th October, 2015 directed the Government of India (GoI) to restore the supply of gas. Against the cited order, a review petition filed by the GoI, challenging the said Orders was rejected by the said Court. Further, the GoI also filed the Special Leave Petition (SLP) before the Hon'ble Supreme Court of India against the Order of Hon'ble Delhi High Court, which was also disposed without granting any relief to the GoI. The GoI has filed an affidavit before the Hon'ble Delhi High Court stating that Inter Ministerial Committee (IMC) has decided to recommend supply of pooled gas to the Company, subject to approval of the Competent Authority. GoI has further filed an application in the Hon'ble Delhi High Court seeking dismissal of the matter. The Company is contesting the said application since the Competent Authority has not decided based on the recommendation of the said IMC and the application so filed is pre-mature. The Hon'ble Delhi High Court asked GoI to bring the IMC decision/ report on record, if not filed then the matter will be proceeded further without the report. The hearing in the Delhi High Court is now posted on 31st August, 2023.

INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements for the Financial Year 2022-23 and corresponding figures for 2021-22 comply in all material aspects with Indian Accounting Standards notified under section 133 of the Companies Act, 2013 (the Act), the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries, and prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 form part of this Annual Report.

A separate statement containing the salient features of Company's subsidiaries, associates and joint venture subsidiary in the prescribed form AOC-1 is annexed separately and forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and based on the guidance and insights from the Auditors and pursuant to the provisions of sub-section (5) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. the accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year on 31st March, 2023 and of the profit and loss of the Company for that period; iii. proper and sufficient care have been taken for 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 annual accounts are prepared on a going concern basis; v. internal financial controls, to be followed by the Company are duly laid down and these controls are adequate and were operating effectively; and vi. systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) of the Companies Act, 2013

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

STATUTORY AUDITORS AND THEIR REPORT

The Shareholders of the Company at the Forty-First Annual General Meeting held on 26th August, 2021 had accorded their approval pursuant to the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder to appoint, M/s. P G BHAGWAT LLP, Chartered Accountants as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of Forty-First Annual General Meeting until the conclusion of Forty-Sixth Annual General Meeting.

The Auditors' Report to the Shareholders for the year under review does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS & SECRETARIAL STANDARDS

The Secretarial Auditors, M/s. SVD & Associates, Practising Company Secretaries, have issued Secretarial Audit Report (Form MR-3) for the Financial Year 2022-23 pursuant to Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is annexed to Directors' Report as Annexure-1.

In respect of observations made out in the Secretarial Audit Report, it is informed, as under:

Observation Explanation/ Comment
Pursuant to section 124 read with clause (a) of Sub rule (3) of Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund ) Rules, 2016, the publication of notice in newspaper regarding transfer of equity shares to IEPF have been made beyond the time prescribed therefor in case of Interim Dividend declared on March 11, 2016. Due to oversight there was delay in publication of the notice in newspaper. As a corrective measure and to ensure non-recurrence of such events of non- compliance like above, the Secretarial team has put in place a more robust checklist cum Standard Operating Procedure.
Certain E-Forms which were to be filed with Ministry of Corporate Affairs (MCA) could not be filed due to technical glitches on the website of MCA. The observation is self- explanatory.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Jog Limaye & Associates, Practising Company Secretary, the Secretarial Auditor of Mahadhan AgriTech Limited (Formerly known as Smartchem Technologies Limited) and Performance Chemiserve Limited, material unlisted subsidiaries, has issued Secretarial Audit Report (Form MR-3) for the Financial Year 2022-23. The said reports thereon are annexed as Annexure 8 and Annexure 9 to the Board's Report.

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.

COST AUDITORS

Your Directors, at the meeting held on 17th May, 2023 based on the recommendation of the Audit Committee, have appointed M/s Harshad S. Deshpande & Associates, Cost Accountants, as the Cost Auditors for the Financial Year 2023-24 at a remuneration of Rs. 2,25,000 /- (Rupees Two Lakhs Twenty Five Thousand only) plus GST as applicable and reimbursement of travel and out-of-pocket expenses, which shall be subject to the approval of the shareholders at the ensuing Annual General Meeting.

Further, M/s Harshad S. Deshpande & Associates, Cost Accountants will submit the cost audit report along with annexure for the Financial Year 2022-23 to the Central Government (Ministry of Corporate Affairs) in the prescribed form within specified time and at the same time forward a copy of such report to your Company.

The Cost Audit Report for the Financial Year ended 31st March, 2022 was duly filed with the Central Government (Ministry of Corporate Affairs) on 23rd November, 2022.

In accordance with the provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, the Company is required to maintain respective cost records and accordingly, such accounts and records were made and maintained.

INTERNAL AUDITORS

Ernst & Young LLP (EY) are the Internal Auditors of the Company since Financial Year 2016-17.

Further, the Board, on the recommendation of the Audit Committee, has re-appointed EY as the Internal Auditors of the Company for the Financial Year 2023-24.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of investments made, loans advanced and guarantees given by the Company are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All contracts/arrangement/transactions entered by the Company during the period under review with related parties were in compliance with the applicable provisions of the Companies Act, 2013 (Act) and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Pursuant to the said omnibus approval, details of transaction entered into is also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during the financial year 2022-23 were in the ordinary course of business, at arm's length and not material under the Act and SEBI Listing Regulations. None of the transactions required members' prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during financial year 2022-23 are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC–2 does not form a part of this Report.

CORPORATE GOVERNANCE

Pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance' is attached to this Annual Report.

Further, a certificate form the Statutory Auditors of the Company regarding compliance with the requirements of Corporate Governance as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

Report on the performance and financial position of subsidiaries, associates and joint venture company in specified format is annexed to Board's Report as Annexure-2.

AWARDS AND RECOGNITIONS

Please refer to section "Awards and Recognitions" in this Annual Report for details of the awards received by the Company during the year under review.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors of the Company has constituted Nomination and Remuneration Committee and also approved the Nomination and Remuneration Policy which inter- alia contains appointment criteria, qualifications, positive attributes and independence of Directors, removal, retirement and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel of the Company.

TheBoardofDirectorsoftheCompany,ontherecommendation of the Nomination and Remuneration Committee, have revised the Nomination and Remuneration Policy of the Company, at their meeting held on 25th May, 2022. A copy of Nomination and Remuneration Policy is enclosed as Annexure 3 and is also available on the website of the Company at https://www.dfpcl.com/uploads/2021/07/ Nomination-and-Remuneration-Policy-25-05-2022.pdf

RISK MANAGEMENT COMMITTEE

The Board of Directors of the Company has constituted a Risk Management Committee to assess risks in the operations of business units of the Company, to mitigate and minimize risks assessed in the operations of business units, periodic monitoring of risks in the operations of business units, to look after cyber security and other matters delegated to the Committee by Board of Directors of the Company from time to time.

Information on the development and implementation of Risk Management Policy of the Company including identification therein of elements of risk which, in the opinion of the

Board may threaten the existence of the Company is given in Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company as a responsible Corporate Citizen, is engaged in concerted CSR initiatives through Ishanya Foundation, as Implementing Agency for CSR activities.

The details of the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-4 forming part of this report.

The Board of Directors of the Company has approved a comprehensive CSR Policy as per the amended provisions of the Companies Act, 2013. The CSR policy as also the CSR Projects as approved by the Board of Directors are available on the website of the Company at the following links: https://www.dfpcl.com/uploads/2021/05/CSR-Policy DFPCL. pdf

The details of composition of Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report.

AUDIT COMMITTEE COMPOSITION

The details of composition of Audit Committee and other details are provided in the Corporate Governance Report.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.dfpcl. com/investors/annual-return/

PERFORMANCE EVALUATION OF CHAIRMAN, DIRECTORS, BOARD AND COMMITTEES

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors is given in the Corporate Governance Report.

INDEPENDENCE OF DIRECTORS

All the Independent Directors of the Company have given declaration that they meet the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board of Directors have taken on record the declaration and confirmation received from the Independent Directors and verified the veracity of such disclosures.

In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors' Databank as on the date of this Report and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company follows the practice of conducting familiarisation programme of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical conduct. The Company has a Whistle Blower Policy under which the employees are free to report violations of the applicable laws and regulations and the Code of Conduct. Further, as per the provisions of Regulation 18 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Listing Regulations) read with Part C of Schedule II to Listing Regulations, the Audit Committee, on a quarterly basis reviews the functioning of whistle blower mechanism of the Company and found the same satisfactory.

A copy of the Whistle Blower Policy is available on the website of the Company at the following weblink: https://www.dfpcl. com/uploads/2018/12/WhistleBlowerPolicy.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company's internal financial control systems commensurate with the nature, size and complexity of the businesses and operations. These are periodically tested and certified by Statutory as well as Internal Auditors. Significant audit observations and the follow up actions are reported to the Audit Committee.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to the provisions of Section 136 (1) of the Act and as advised, the statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be available for inspection. Members interested in obtaining a copy of the same may write to the Company Secretary at investorgrievance@dfpcl.com and the same will be furnished on request. Hence, the Annual Report is being sent to all the Members of the Company excluding the aforesaid information.

The details of remuneration drawn by Mr. Sailesh C. Mehta, Chairman and Managing Director of the Company from the Company and also from the subsidiary of the Company in terms of Section 197(14) of the Companies Act, 2013 is provided in the Corporate Governance Report.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the year under review, there were no such instances. However, the status of Ishanya Realty Corporation Limited has changed from associate to subsidiary of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits, covered under Chapter V of the Companies Act, 2013 and hence no details pursuant to Rule 8 (5) (v) and 8 (5) (vi) of the Companies (Accounts) Rules, 2014 are reported.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMENATWORKPLACE(PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules made thereunder, the internal committee constituted under the said act has confirmed that no complaint / case has been filed / pending with the Company during the year. The said policy has been uploaded on the internal portal of the Company for information of all employees.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

As required by the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed to Board's Report as Annexure - 5.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, inter alia, provides that the annual report of the top 1,000 listed entities based on market capitalisation (calculated as on 31st March of every financial year), shall include a Business Responsibility and Sustainability Report.

As the Company is one of the top 1,000 listed entities, the Company has presented its first Business Responsibility and Sustainability Report (BRSR) for the financial year 2022-23, which is part of this Annual Report.

As a green initiative, the BRSR Report has been hosted on the Company's website and can be accessed at the link https://www.dfpcl.com/uploads/2023/07/Business-Responsibility-and-Sustainability-Report-2022-23.pdf

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING PEOPLE EMPLOYED

The overall industrial relations in the Company were cordial. The manpower employed is around 941 employees.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation to the Company's bankers, customers, vendors, investors and all other stakeholders for their continued support during the year. Your Directors are also pleased to record their appreciation for the dedication and committed contribution made by employees at all levels who, through their competence and hard work, have enabled your Company to achieve good performance amidst challenging times and look forward to their support in the future as well.

For and on behalf of the Board
Place: Pune S. C. Mehta
Dated: 17th May, 2023 Chairman and Managing Director