DMCC Speciality Chemicals Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

The Directors are pleased to present the Company''s One Hundred and Fourth (104^th) Annual Report together
with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE

Particulars	Standalone		Consolidated
	2024-25 |	2023-24	2024-25 |	2023-24
Sales Turnover	43,123.19	32,791.99	43,129.68	32,795.17
Other Income	134.38	1,029.35	134.40	1,044.35
Total Income	43,257.57	33,821.34	43,264.08	33,839.52
EBITDA including other Income	5,834.70	4,666.71	5,835.96	4,672.04
Less: Depreciation & Amortization	1,669.62	1,568.83	1,672.02	1,571.26
Less: Finance Cost	1,050.03	1,375.73	1,050.03	1,375.74
Profit Before Tax (PBT)	3,115.05	1,722.15	3,113.91	1,725.04
Less: Current Tax/Deferred tax	961.08	565.07	961.14	566.14
Profit After Tax	2,153.97	1,157.08	2152.77	1,158.90
Total Comprehensive Income	2,041.72	1,125.82	2041.54	1,128.08
Balance brought forward from last year	16,275.13	15,118.06	16,305.10	15,146.20
Dividend Paid	249.40	-	249.40	-
Balance Carried to Balance Sheet	18,192.35	16,275.13	18,221.10	16,305.10
Basic & Diluted EPS (In '')	8.64	4.64	8.63	4.65

FINANCIAL SUMMARY

On a consolidated basis, the revenue from operations
stood to '' 43,129.68 Lakhs for FY 24-25 as against
'' 32,795.17 Lakhs in the previous year, and on a
standalone basis, the revenue from operations stood
to '' 43,123.19 Lakhs as against '' 32,791.99 Lakhs in
the previous year, an increase of 31.50% was mainly
due to higher realization of volumes.

On a Consolidated basis EBITDA has improved to
'' 5835.96 Lakhs in FY 24-25 as against '' 4672.04
Lakhs in the previous year and the Profit before tax
stood at '' 3,113.91 Lakhs in FY 24-25 as compared
to the profit of '' 1,725.04 Lakhs in the previous year.

In conclusion, despite the difficult operating
environment such as aggressive production by China,
de-stocking globally, geopolitical crises, slowdown
in Europe, and change in Tarrif structure, decline in
agrochemical business, the company has continued
to maintain good 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 '' 2.50/- per equity share on the face value
of '' 10/- each for the year ended March 31,2025. The
Dividend is 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 ~ittps://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 2024-25 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, 2025 is as follows:

Particulars	No. of Shares	Amount (In '')
A. Authorised Share Capital
Equity Shares of '' 10/- each	40000000	40,00,00,000
Preference Shares of '' 100/- each	2000000	20,00,00,000
Total (A)	42000000	60,00,00,000
B. Issued, Subscribed and Paid-up Share Capital
Equity Shares of '' 10/- each	24939933	24,93,99,330
Preference Shares of '' 100/- each	Nil	Nil
Total (B)	24939933	24,93,99,330

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 2024-25 namely, May 23, 2024, August 13,
2024, October 28, 2024 and February 12, 2025. The
maximum time gap between any two Board Meetings
was not more than 120 days as required under
Regulation 17 of the Listing Regulations, Section 173
of the Companies Act, 2013 and Secretarial Standard
on Meetings of the Board of Directors.

AUDIT COMMITTEE

The details pertaining to 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 (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
statement 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/
investor/corporate-governance/policies-and-
codes

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 Company,
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 2024-25 and the
date of this report.

AUDITORS REPORT

The Auditors'' Report on standalone and consolidated
financial statements for the year ended March 31,
2025 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).

POLICY ON DIRECTOR''S APPOINTMENT
AND REMUNERATION AND OTHER
DETAILS

a) Procedure for Nomination and
Appointment of Directors

The Policy on Nomination and Remuneration of
Directors, Key Managerial Personnel and other
employees 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/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 also has in place policy for succession
of Board and Senior Management and 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/investor/corporate-governance/policies-
and-codes

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 including factory
visits were conducted for awareness and benefit of
Independent Directors to provide overall outlook
of functioning of the Company and also provided
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/investor/corporate-governance/
familiarisation-programme-for-independent-
directors

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2025, the Board of Directors
comprised of eight members including two 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 the following
changes at the Board and Key Managerial Personnel:

i. Cessation of Directorship of Shri Dilip Trimbak
Gokhale, Executive Director and Key Managerial
Personnel (DIN: 06734397) upon completion of
his term on May 21, 2024.

ii. Cessation of Directorship of Shri Madhu Thakorlal
Ankleshwaria (DIN: 02753794), Non-Executive
Independent Director of the Company upon the
expiry of his 2^nd term of five consecutive years on
September 16, 2024.

iii. Shri Haren Devidas Parekh (DIN 00004883)
was appointed as a Non-Executive Independent
Director for the first term of five consecutive
years w.e.f. May 23, 2024.

iv. Shri Kuldeep Kumar Tiwari (DIN: 10633725) was
appointed as an "Executive Director (Operations)"
for a period of three consecutive years w.e.f. May
24, 2024.

v. Shri Omkar Chandrakant Mhamunkar resigned
from the position of Company Secretary and
Compliance Officer with effect from July
29, 2024.

vi. Ms. Sonal Naik was appointed as Company
Secretary and Compliance Officer with effect
from August 26, 2024

The aforesaid appointments were made by the Board
pursuant to the recommendation of NRC and the
appointment of Shri Haren Devidas Parekh and Shri
Kuldeep Kumar Tiwari were duly approved by the
members of the Company by way of Postal Ballot on
July 5, 2024,

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

In accordance with the provisions of Section 152
of the Companies Act, 2013 and the Articles of
Association of the Company, Ms. Mitika Laxmikumar
Goculdas (DIN: 02879174) Non-Executive Vice¬
Chairperson of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible,
has offered herself for the re-appointment. The
Board recommends her re-appointment. As per the
Secretarial Standard - 2 and the Listing Regulations,
a brief profile and other related information of
Ms. Mitika Laxmikumar Goculdas (DIN: 02879174)
Non-Executive Non Independent Director, retiring
by rotation will be provided in the Notice of ensuing
Annual General Meeting.

As of March 31,2025, Shri Bimal Lalitsingh Goculdas,
Managing Director and Chief Executive Officer,
Shri Kuldeep Kumar Tiwari, Executive Director
(Operations), Shri Sunil Kumar Goyal, Chief Financial
Officer and Ms Sonal Naik, 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 Nomination
and Remuneration Committee the Board decided
to continue the association with Shri Dilip Trimbak
Gokhale 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, 2025 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 31,2025, 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, the
Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the
Company. In the opinion of the Board, all Independent
Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and
qualification of Directors) Rules, 2014 as amended,
all Independent Directors of the Company viz. Shri
Sanjeev V. Joshi, Shri Haren Parekh, Shri Mukul M.
Taly and Dr. (Mrs.) Janaki Ashwin 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 NRC for the
performance evaluation process of the Board, its
Committees and individual Directors.

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 12, 2025 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.
Acknowledging the importance of diversity, the Board
has adopted a Board Diversity Policy that outlines its
commitment to inclusive representation. The policy
is available at the website of the Company at https://
www.dmcc.com/Media/pdf/Board-Diversitv-Policv
DMCC.pdf

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into
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 made by the Company with Promoters,
Directors, Key Managerial Personnel or other
designated persons which may have a potential
conflict with the interest of the Company at large. The
Audit Committee and the Board of Directors at their
meetings have reviewed and approved all the related
party transactions undertaken by the Company during
the Financial Year. All Related Party Transactions are
placed/routed through the Audit Committee and
the Board of Directors. None of the Directors have
any pecuniary relationships or transactions with the
Company. 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
approved by the Board is uploaded on the Company''s
website at 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 riskmanagement 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, 2025, 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
'' 125.00 Crores and also CRISIL BBB /Stable for the
Company''s Fixed Deposit (FD) Programme of '' 20.00
Crores. During the year the limit of Total Bank facilities
of the Company was enhanced from '' 105.00 Crores
to '' 125.00 Crores.

CERTIFICATION AND AWARDS

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 2025 to
March 2028.

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 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 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 recognition for Efficiency in Water
Usage in Chemicals.

AUDITORS

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 31,2025
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 over43 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, 2025 to March 31, 2028. 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 31,2024, 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, Cost
Accountant as the Cost Auditors to conduct the audit
of the Company''s cost records for the financial year
ended March 31, 2026.

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 31,2025, 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, 2026, 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 2024-25.

Further, pursuant to amendment in Regulation 24A
of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024, the Board has
approved the appointment of SKJ & Associates,
Practicing Company Secretaries (FCS 6398/PCS
6632), as Secretarial Auditors for their first term of
five consecutive years, from financial years 2025-26
to 2029-30 and recommended the same for the
approval of the Members.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the FY 2024-25 as
submitted by Secretarial Auditors in Form MR-3 is
annexed to this Report as Annexure III and forms 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 31,2025 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 104^th 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 '' 46.50 Lakhs and renewed
deposits of '' 813.00 Lakhs and as on March 31,2025
fixed deposit aggregating to '' 1003.75 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 31,2025.

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.

The unclaimed dividend for the financial year 2017¬
18 and shares of the Company, in respect of which
dividend has not been claimed by the shareholders
for seven or more consecutive years, is due for
transfer to IEPF. The Shareholders are requested
to visit the website in order to verify the details of
unclaimed dividends and the equity shares liable to
be transferred to the IEPF Authority in the investor
section on the Company''s website https://www.
dmcc.com/investor/investor-information/dividends

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 MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) confirming non -
encashment/non - receipt of dividend warrant.

Financial Year	Date of Declaration	Date of Transfer to IEPF
2017-18	26-09-2018	24-10-2025
2018-19 Interim	07-12-2018	04-01-2026
2018-19 Special Final Dividend	20-09-2019	18-10-2026
2020-21 Interim	14-09-2020	13-10-2027
2020-21 Second Interim	08-02-2021	08-03-2028
2020-21 Final Divided	22-09-2021	20-10-2028
2021-22 Final Dividend	14-09-2022	12-10-2029
2023-24 Final Dividend	04-09-2024	10-10-2031
Fractional Entitilements	31-12-2018	28-01-2026

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 BY THE COMPANY

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. The said investment was
within the limits specified under Section 186 of the
Companies Act, 2013. Particulars of investments
and disclosure required under Section 186(4) of the
Companies Act, 2013 are provided in the notes to
the 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, external Auditor and Secretarial
Auditor, including audit of internal financial controls,
over the financial reporting by the Statutory Auditors
and the reviews performed by the Management
and the relevant Board committees, including the
Audit Committee, the Board is of the opinion that the
Company''s internal financial controls were adequate
and effective during the Financial Year ended
March 31, 2025.

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, 2025, 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 on March
31, 2025, 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 to report their concerns about unethical
behaviour, actual or suspected fraud or violation
of the Company''s Code of Conduct or Ethics
Policy. The Policy provides for adequate safeguards

against victimization of employees, who avail of the
mechanism and provides to employees'' direct access
to the Chairman of the Audit Committee. It is 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, 2025.

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 2024-25 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 2024-25 are as follows:.

Description		Unclaimed Suspense Account		Unclaimed Suspense Demat Account		Suspense Escrow Demat Account
		No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares
a.	aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Nil	Nil	951	52601	3	269
b.	number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Nil	Nil	2	60	0	0
c.	number of shareholders to whom shares were transferred from suspense account during the year;	Nil	Nil	2	60	0	0
d.	aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	Nil	Nil	949	52541	3	269

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

GENERAL DISCLOSURE

During the year under review:

a) the Company has not made any provisions
of money or has not provided any loan to the
employees of the Company for 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. 09/2024 dated September 19, 2024, and

SEBI circular dated October 03, 2024 has dispensed
with the printing and dispatch of hard copies of annual
reports to shareholders. Hence, the Annual Report
2024-25 is being sent only through electronic mode
to those Members whose email IDs are available with
the Company/Depositories/RTA. The Annual Report
2024-25 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
DMCC''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.

For and on behalf of the Board

Registered Office Sd/-

Prospect Chambers, Laxmikumar Narottam Goculdas

317/321, Dr. Dadabhoy Naoroji Road, Fort, Chairman

Mumbai 400001. DIN: 00459347

Place: Mumbai
Date: May 5, 2025

---

Mar 31, 2024

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

'' in lakhs (Except EPS)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Sales Turnover	32,791.99	38,651.60	32,795.17	38,665.09
Other Income	1,029.35	279.67	1,044.35	293.66
Total Income	33,821.34	38,931.27	33,839.52	38,958.75
EBITDA including other Income	4,666.71	3,866.40	4,672.04	3,878.12
Less: Depreciation & Amortization	1,568.83	1,758.17	1,571.26	1,760.58
Less: Finance Cost	1,375.73	1,058.02	1,375.74	1,058.02
Profit Before Tax (PBT)	1,722.15	1,050.21	1,725.04	1,059.52
Less: Current Tax/Deferred tax	565.07	364.54	566.14	366.46
Profit After Tax	1,157.08	685.67	1,158.90	693.06
Total Comprehensive Income	1,125.82	705.79	1,128.08	712.41
Balance brought forward from last year	15,118.06	14,681.79	15,146.20	14,702.54
Dividend Paid	-	(249.4)	-	(249.4)
Balance Carried to Balance Sheet	16,275.14	15,118.06	16,305.10	15,146.20
Basic & Diluted EPS (In '')	4.64	2.75	4.65	2.78

Financial Summary

On a Consolidated basis, the revenue from operations stood to '' 32,795.17 lakhs for FY 23-24 as against '' 38,665.09 lakhs in the previous year, and on a Standalone basis, the revenue from operations stood to '' 32,791.99 lakhs as against '' 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 '' 4,672.04 lakhs in FY 23-24 as against '' 3,878.12 lakhs in the previous year and the profit before tax stood at '' 1,725.04 lakhs in FY 23-24 as compared to the profit of '' 1,059.52 lakhs in the previous year.

Other Income includes '' 844.28 lakhs (previous year '' 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 '' 1/- per equity share of the face value of '' 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-Distri bution-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:

Particulars	No. of Shares	Amount (In '')
A. Authorised Share Capital
Equity Shares of '' 10/- each	4,00,00,000	40,00,00,000
Preference Shares of '' 100/- each	20,00,000	20,00,00,000
Total (A)	4,20,00,000	60,00,00,000
B. Issued, Subscribed and Paid-up Share Capital
Equity Shares of '' 10/- each	2,49,39,933	24,93,99,330
Preference Shares of '' 100/- each	Nil	Nil
Total (B)	2,49,39,933	24,93,99,330

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).

Policy on Director''s Appointment and Remuneration and other details

a) Procedure for Nomination and Appointment of Directors

The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees 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''), NonExecutive 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 approved by the Board is uploaded on the Company''s website at 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 '' 105.00 crores and also CRISIL BBB /Stable for the Company''s Fixed Deposit (FD) Programme of '' 20.00 crores. During the year the limit of Fixed Deposit (FD) Programme of the Company was enhanced from '' 10.00 crores to '' 20.00 crores.

Certification and Awards

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.

Auditors

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 '' 53.25 lakhs and as on March 31, 2024 fixed deposit aggregating to '' 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 '' 0.10 lakhs. During the year 2023-24, the Company has transferred the said '' 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.

Financial Year	Date of Declaration	Date of Transfer to IEPF
2017-18	26-09-2018	24-10-2025
2018-19 Interim	07-12-2018	04-01-2026
2018-19 Special Final Dividend	20-09-2019	18-10-2026
2020-21 Interim	14-09-2020	13-10-2027
2020-21 Second Interim	08-02-2021	08-03-2028
2020-21 Final Divided	22-09-2021	20-10-2028
2021-22 Final Dividend	14-09-2022	12-10-2029
Fractional Entitilements	31-12-2018	28-01-2026

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:

Description		Unclaimed Suspense Account		Unclaimed Suspense Demat Account		Suspense Escrow Demat Account
		No. of Shareholders	No. of Shares	No. of Shareholders	No. of Shares	No. of No. of Shareholders Shares
a.	aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Nil	Nil	174	18,009	2 12
b.	number of shareholders who approached listed entity for transfer of shares from suspense account during the year;	Nil	Nil	2		1 -
c.	number of shareholders to whom shares were transferred from suspense account during the year;	Nil	Nil	2		1 -
d.	aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	780	34,8621	172	17,809	1 7

General Disclosure

During the year under review:

a) The Company has not made any provisions of money or has not provided any loan to the employees of the Company for 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 202324 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.

Registered Office For and on behalf of the Board

Prospect Chambers,

317/321, Dr. Dadabhoy Naoroji Road, Fort,

Mumbai 400001.

Laxmikumar Narottam Goculdas

Place: Mumbai Chairman

Date: May 23, 2024 DIN: 00459347

1

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.

---

Mar 31, 2023

The Directors are pleased to present the Company''s One Hundred and Second (102^nd) Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

('' in lakhs (Except EPS))

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	38,460.11	32,629.80	38,473.61	32,630.02
EBITDA	3,866.40	4,671.67	3,878.12	4,671.05
Less: Depreciation & Amortization	1,758.17	803.86	1,760.58	805.98
Less: Finance Cost	1,058.02	450.85	1,058.02	450.85
Profit Before Tax (PBT)	1,050.21	3,416.96	1,059.52	3,414.22
Less: Current Tax/Deferred tax	364.54	1,280.62	366.46	1,280.22
Profit After Tax	685.67	2,136.34	693.06	2,134.00
Add: Other Comprehensive Income (Net of Tax)	20.12	33.62	19.35	33.62
Total Comprehensive Income	705.79	2,169.96	712.41	2,167.62
Balance brought forward from last year	14,681.79	12,950.15	14,702.54	12,973.24
Other items of Other Comprehensive Income	(20.12)	(33.62)	(19.35)	(33.62)
Dividend Paid	(249.40)	(124.70)	(249.40)	(124.70)
Transfer to Capital Redemption Reserve	0	(280.00)	0	(280.00)
Balance Carried to Balance Sheet	15,118.06	14,681.79	15,146.20	14,702.54
Basic & Diluted EPS (in R)	2.75	8.57	2.78	8.56

FINANCIAL SUMMARY

On a consolidated basis, the revenue from operations increased to ^ 38,473.61 lakhs for FY 22-23 as against ^ 32,630.02 lakhs in the previous year, an increase of 17.91% and on a standalone basis, the revenue from operations increased to ^ 38,460.11 lakhs for FY 22-23 as against ^ 32,629.80 lakhs in the previous year, an increase of 17.87%, this was mainly due to higher realisation of volumes.

The economic slowdown coupled with high interest rates in various economies lower consumption and intensified competition due to China''s operating at full capacity, the product margins have affected remarkably, however despite these odds the company has been able to achieve and maintain the EBITDA on consolidated basis at ^ 3,878.12 lakhs in FY 2223 as against ^ 4,671.05 lakhs in the previous year. The Profit before tax stood at ^ 1,059.52 lakhs in FY 22-23 as compared to the profit of ^ 3,414.22 lakhs in the previous year.

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

In order to conserve resources, the directors did not recommend any dividend for the financial year ended on March 31, 2023.

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 2022-23 in the retained earnings.

EQUITY SHARE CAPITAL

There were no changes in the Share Capital during the Financial Year under review. As on March 31, 2023, the issued, subscribed and paid up share capital of your Company stood at ^ 24,93,99,330/- (Rupees Twenty-Four Crores Ninety-Three lakhs Ninety-Nine Thousand Three Hundred Thirty Only), comprising of 24939933 Nos. of Equity shares of ^ 10/- each.

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 five (5) times during the Financial Year 2022-23 namely, May 24, 2022, August 12, 2022, September 14, 2022, November 07, 2022 and February 10, 2023. The maximum time

gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

AUDIT COMMITTEE

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

SUBSIDIARY COMPANY

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. During the year under review the name of Subsidiary is changed from Borax Morarji (Europe) GmbH to DMCC (Europe) GmbH.

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 prescribed form AOC-1 (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 statement 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 Company, viz. DMCC (Europe) GmbH (Formerly Borax Morarji (Europe) GmbH). A separate report of the Statutory Auditor on the consolidated Financial Statements also forms part of the same.

INDIAN ACCOUNTING STANDARDS

The financial statements comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act. There has been no material change which have occurred between end of the Financial year 2022-23 and the date of this report.

AUDITORS REPORT

The Auditors'' Report on standalone and consolidated financial statements for the year ended March 31, 2023 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 selfexplanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud under Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

a) Procedure for Nomination and Appointment of Directors

The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the 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 Standards.

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

The Company also has in place policy for succession of Board and Senior Management and 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 www.dmcc.com

b) Familiarization/Orientation program for Independent Directors

The Independent Directors attend a Familiarization/Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are provided in the Corporate Governance Report and is also available on the 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, 2023, the Board of Directors comprised of eight members including two women members of which one is 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 consecutive years w.e.f. April 01, 2023 to March 31, 2026. His appointment is subject to approval of members and the said approval is being taken by passing of resolution by way of Postal Ballot.

ii. Shri Sanjeev Vishwanath Joshi (DIN: 00392020) and Shri Mukul Manoharlal Taly (DIN: 01334360) were reappointed as a Non-Executive Independent Directors of the Company for a second term of five consecutive years w.e.f. February 14, 2023 and their re-appointment was approved by the members of the Company at the Annual General Meeting held on September 14, 2022.

iii. Shri Chirag Jaswant Shah, Chief Finance Officer of the Company resigned w.e.f. February 10, 2023. The Board places on record their appreciation for the services rendered by him during his tenure.

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, Ms. Mitika Laxmikumar Goculdas (DIN: 02879174) Non-Executive, Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for the reappointment. The Board recommends her re-appointment. As per the Secretarial Standard - 2 and the Listing Regulations, brief profile and other related information of Ms. Mitika Laxmikumar Goculdas (DIN: 02879174) NonExecutive, Non-Independent Director retiring by rotation is provided in the Notice of ensuing Annual General Meeting.

As on March 31, 2023, Shri Bimal Lalitsingh Goculdas, Managing Director and Chief Executive Officer, Shri Dilip Trimbak Gokhale, Executive Director and Shri Omkar C. Mhamunkar, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

Further, pursuant to the recommendation of Nomination and Remuneration Committee and Audit Committee, the Board at its meeting held on May 17, 2023 appointed Shri Sunil Kumar Goyal as the Chief Finance Officer and Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013, w.e.f. May 18, 2023.

COMMITTEES OF THE BOARD

As on March 31, 2023 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 on March 31, 2023 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, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company. In the opinion of the Board, all Independent Directors are independent of the management.

Pursuant to Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, all Independent Directors of the Company viz. Shri Sanjeev V. Joshi, Shri Madhu T. Ankleshwaria, Shri Mukul M. Taly and Dr. (Mrs.) Janaki Ashwin 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, performance of the Individual Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

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 09, 2023 in person, wherein all Independent Directors were present. At the said meeting, Independent Directors discussed and evaluated performance of 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 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 at the website of the Company at https://www.dmcc.com/Media/pdf/ Board-Diversitv-Policv DMCC.pdf

RELATED PARTY TRANSACTIONS

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

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Audit Committee and the Board of Directors at their meetings have reviewed and approved all the related party transactions undertaken by the Company during the Financial Year. All Related Party Transactions are placed/routed through the Audit Committee and the Board of Directors. None of the Directors have any pecuniary relationships or transactions with the Company. The related party transactions entered into by the Company are disclosed in Note no 41 of the Notes to Accounts. No transactions were entered into by the Company that required disclosure in Form AOC-2. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at 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 procedure to inform the Audit Committee and the Board about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management control risks by means of a properly defined framework. The monthly review meetings of all the functional/departmental heads inter alia discuss the relative risk management issues.

The Company has 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 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 regards to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations and compliances.

The Audit Committee meets the Internal Auditors and Statutory Auditors to ascertain, inter alia, their views on the adequacy of internal control systems and keeps the Board of Directors informed of their major observations periodically. The Audit Committee is of the opinion that as on March 31, 2023, 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 K 105.00 Crores and also CRISIL

BBB /Stable for Company''s Fixed Deposit Programme of K

10.00 Crores.

CERTIFICATION AND AWARDS

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 one of the few in India, authorized to use the Responsible care® logo. This has been achieved after extensive site and systems component, third party mentoring, and a series of audits. 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 Europe market.

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

e) REACH: REACH regulation is adopted by the European Union to improve protection of human health and environment from the risks that can be posed by the Chemicals. REACH stand 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 National Safety Council: Your Company is awarded with "Certificate of Merit” under ("Chemical and Fertiliser Category”) by 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 & Petrochemicals award 2022. The award is recognition for Efficiency in Water Usage in Chemicals.

AUDITORS

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, 2023 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.

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 41 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, 2022, was filed with the Central Government within the prescribed time. The Board, on recommendation of the Audit Committee, had appointed Shri S.S. Dongare, Cost Accountant as the Cost Auditors to conduct the audit of Company''s cost records for the financial year ended March 31, 2024.

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, 2023 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, 2024 is required to be ratified by the members, the Board recommends the same for approval by members at the ensuing AGM.

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/COP 6632) were appointed to conduct the secretarial audit of the Company for the financial year 2022-23.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the FY 2022-23 as submitted by 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 for effectively monitoring and ensuring compliances applicable to the Company.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 197 of the Companies Act, 2013 (the Act) 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, 2023 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, 2023 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 102^nd 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 K 135.50 lakhs and as on March 31, 2023 fixed deposit aggregating to K 948.50 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, 2023.

Post-Merger of Borax Morarji Limited (BML) with Your Company, the balance amount of unclaimed matured deposit of erstwhile BML, as on March 31, 2022 was K 0.20 lakhs. During the year 2022-23, the K 0.10 lakhs were claimed by the Deposit holder. Thus, as on March 31, 2023, the unclaimed matured deposits are K0.10 lakhs.

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 in time India Private Limited confirming non-encashment/ non-receipt of dividend warrant.

Financial Year	Date of Declaration	Date of Transfer to IEPF
2017-18	26-09-2018	24-10-2025
2018-19 Interim	07-12-2018	04-01-2026
2018-19 Special Final Dividend	20-09-2019	18-10-2026
2020-21 Interim	14-09-2020	13-10-2027
2020-21 Second Interim	08-02-2021	08-03-2028
2020-21 Final Divided	22-09-2021	20-10-2028
2021-22 Final Dividend	14-09-2022	12-10-2029

The details of Unclaimed Dividend 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 BY THE COMPANY

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. The said investment was within the limits specified under Section 186 of the Companies Act, 2013. Particulars of investments and disclosure required under Section 186(4) of the Companies Act, 2013 are provided in the notes to the Financial Statements.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal Auditors, Statutory Auditors, Cost Auditors, External Auditor and Secretarial Auditor, including audit of internal financial controls, over the financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year ended March 31, 2023.

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, 2023, the applicable Accounting Standards have been followed and that there are no material departures;

b) that 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, 2023 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/LAD NRO/GN/2021/22 dated May 10, 2021, 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 to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees'' direct access to the Chairman of the Audit Committee. It is 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 is annexed as Annexure-II which forms part of this Report.

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

Your company always endeavours and provide conducive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, no complaints pertaining to sexual harassment were received and no complaint was pending as on March 31, 2023.

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 202223 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

During the year 18009 Nos. of Shares were transferred to Unclaimed Suspense Account and thereafter the said shares were transferred from Unclaimed Suspense Account to the Company''s Unclaimed Suspense Demat Account.

Description		Unclaimed Suspense Account	Demat Suspense Account
a.	aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	NIL	NIL
b.	number of shareholders who approached listed entity for transfer of shares from suspense account during the year	Not Applicable	Not Applicable
c.	number of shareholders to whom shares were transferred from suspense account during the year;	NIL	NIL
d.	aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year	NIL	18009

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

Further as per the SEBI Guidelines, the Company has also opened a suspense Escrow Demat Account and as on March 31, 2023, no shares are lying unclaimed in the said account.

GENERAL DISCLOSURE During the year under review:

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

10/2022 dated December 28, 2022, and SEBI circular dated

January 05, 2023 has dispensed with the printing and despatch of hard copies of annual reports to shareholders. Hence, the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email IDs are available with the Company/Depositories/RTA. The Annual Report 2022-23 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 DMCC''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 cooperation and commitment.

For and on behalf of the Board

Laxmikumar Narottam Goculdas

Chairman DIN: 00459347

Registered Office

Prospect Chambers,

317/321, Dr. Dadabhoy Naoroji Road, Fort, Mumbai 400001.

Place: Mumbai Date: May 17, 2023

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Mar 31, 2018

The Directors’ are pleased to present their Ninety Seventh Annual Report together with the audited financial statements of the Company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

	Financial Year ended 31st March, 2018	Financial Year ended 31st March, 2017
	Rs. in lakhs	Rs. in lakhs
Sales Turnover	17,688.82	18,733.83
Gross Profit / (Loss)	1,976.61	2,515.45
Less : Depreciation	418.63	371.64
Profit / (Loss) before taxation	1,557.98	2,143.81
Less : Provision for Taxation (MAT)	348.92	443.94
Add: Tax impact due to OCI	(16.78)	(2.30)
Profit (Loss) after Taxation	1,225.82	1,702.17
Add : Other Comprehensive income	61.71	7.42
Total Comprehensive Income	1,287.53	1,709.59
The following is the Sales Turnover
Commodity Chemicals	8,182.08	8,957.01
Speciality Chemicals	9,033.70	9,182.60
Others	473.04	594.22
Total	17,688.82	18,733.83

The Financial results for the year ended 31^st March, 2018 are in compliance with the Indian Accounting Standards (Ind-AS) and accordingly the results for the year ended 31^st March, 2017 have been re-stated.

Consequent to the introduction of Goods and Services Tax (GST) with effect from 1^st July 2017, Central Excise, Value Added Tax (VAT) etc. have been replaced by GST. In accordance with Indian Accounting Standard - 18 on Revenue and Schedule III of the Companies Act, 2013, GST, GST Compensation Cess, VAT etc. are excluded from Gross Revenue from sale of products and services for applicable periods. In view of the aforesaid restructuring of indirect taxes, Gross Revenue from sale of products and services and Excise duty for the year ended 31^st March, 2017 and year ended 31^st March, 2018 are not comparable with the previous periods. The following additional information is being provided to facilitate such comparison:

Particulars	For the year ended	For the year ended
	31/03/2018	31/03/2017
	Rs. In Lakhs	Rs. In Lakhs
- Sales Turnover (Including Excise)	17,688.82	18,733.83
(-) Taxes - Excise duty	259.19	1427.82
Sales Turnover	17,429.63	17,306.01

There has been no material change which have occurred between end of the Financial year 2017-18 and the date of this report.

Dividend

In view of reasonable improvement in the financial performance of the Company, your Directors have recommended a dividend of Rs. 0.50 per Equity share of Rs. 10/- each (i.e. 5%) for the Financial Year ended 31^st March, 2018, subject to the approval of the members at the 97th Annual General Meeting of the Company scheduled to be held on 26th September, 2018. The dividend will absorb Rs. 124.70 Lakhs and the Dividend Distribution Tax to be borne by the Company would amount to Rs. 25.40 Lakhs. The amount towards payment of dividend will be distributed from profits of the company for the current year in compliance with the provisions of the Companies Act, 2013.

Your company has also paid the Cumulative arrears of the Dividend aggregating to Rs. 71.74 Lakhs upto 31.03.2018 on 2,80,000 2.5% cumulative non-convertible redeemable preference shares of Rs. 100/- each aggregating to Rs. 2.80 Crores. The company has also paid Dividend Distribution Tax payable on the amount of dividend paid to Preferential shareholders.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 (the Act) and the corporate governance requirements as prescribed by Securities and Exchange Board of India ( “ SEBI ” ) under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the “Chief Executive Officer” and “Manager” of the Company under the Companies Act, 2013.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performances of the Board, its committees and individual Directors were also discussed.

NOMINATION AND REMUNERATION POLICY

The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees have evolved and have been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement 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.

In view of the inadequacy of profits, the Directors of the Company were not being paid any remuneration/commission etc. except the normal sitting fees.

The Managing Director, & Chief Executive Officer (CEO) of the Company is being paid in accordance with the provisions of the Companies Act, 2013 and Schedule V of the Companies Act, 2013 which prescribes the ceiling on the maximum permissible remuneration in respect of Companies having inadequate profits.

The Management of the Company has taken into consideration the various applicable factors such as qualification, experience, industry standards etc. and evolved an appropriate Remuneration policy.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to 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.

SEXUAL HARASSMENT

During the year under review, there was not a single incident under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

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

DIRECTORS/KEY MANAGEMENT PERSONNEL Shri Laxmikumar Narottam Goculdas

Shri Laxmikumar Narottam Goculdas (holding 00459347), Director, is retiring by rotation in accordance with the requirements of the Act and under the Article 135 of the Articles of Association of the Company, and being eligible, offers himself for re-appointment.

Shri Laxmikumar Narottam Goculdas, Chairman of the Company has wide knowledge and experience in industry, trade, finance, commerce, corporate affairs and international trade.

Based on the Report of the Committee on Corporate Governance chaired by Mr. Uday Kotak, the Securities and Exchange Board of India (SEBI) amended the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”). According to the new provisions, a listed entity is required to avail approval of shareholders by way of Special Resolution to appoint or continue the directorship of any Directors who have attained the age of seventy-five years. The said provision comes into effect from 1st April, 2019.Shri Laxmikumar Narottam Goculdas would attain the age of seventy-five years on 16th September, 2018, the approval of the Shareholders is being sought for the continuation of directorship.

Shri Haridas Tricumdas Kapadia

Shri Haridas Tricumdas Kapadia, Director of the company has vide knowledge and experience in industry, trade, commerce, corporate affairs and International Trade,. He is B.Sc. and Diploma in Chemical Engineering.

Shri Haridas Tricumdas Kapadia, Non-Executive Independent Directors whose appointment for a period of five years commencing from 18th September, 2014 and ending on 17th September, 2019, was approved by the Shareholders at the 93rd Annual General Meeting of the company held on 18th September, 2014.

According to the new provisions, a listed entity is required to avail approval of shareholders by way of Special Resolution to appoint or continue the directorship of any Directors who have attained the age of seventy-five years. Accordingly the approval of the Shareholders is being sought for the continuation of directorship of Shri Haridas Tricumdas Kapadia,.

Shri Arvind Wasudeo Ketkar

Shri Arvind Wasudeo Ketkar, is B.Com (Hons), A.C.A., Practising Chartered Accountant for over 44 Years and has indepth knowledge in finance and accounting. Sshri Arvind Wasudeo Ketkar, Non-Executive Independent Directors whose appointment for a period of five years commencing from 18th September, 2014 and ending on 17th September, 2019, was approved by the Shareholders at the 93rd Annual General Meeting of the company held on 18th September, 2014.

According to the new provisions, a listed entity is required to avail approval of shareholders by way of Special Resolution to appoint or continue the directorship of any Directors who have attained the age of seventy-five years. Accordingly the approval of the Shareholders is being sought for the continuation of directorship of Shri Arvind Wasudeo Ketkar,.

Shri Mukul Manoharlal Taly

Shri Mukul Manoharlal Taly is B.Sc., LL.M practicing over 34 years as Senior in S. Mahomedbhai & Co., Advocate & Solicitors, High Court, Mumbai. He has been a Gold Medallist ( 1^st in the University of Mumbai in LLB) in the year 1983. He has LL.M. degree from the University of Mumbai in Commercial Law and Constitutional Law during the year 1983-85.

Shri Mukul Manoharlal Taly taught various subjects such as Commercial Laws, Civil Procedure Code, Bankruptcy etc., at the Government Law College as Fellow and as a Professor from 1983 to 1991.

Shri Mukul Manoharlal Taly has appeared in his matters before the Mumbai and Gujarat High Courts, various District Courts, Powered Committee and Tribunals and also in the Supreme Court of India.

Shri Sanjeev Vishwanath Joshi

Shri Sanjeev Vishwanath Joshi is B.Com, Practising Chartered Accountant for over 34 years.

Shri Sanjeev Vishwanath Joshi has in-depth knowledge in finance and accounting and taxation.

Shri Bimal Lalitsingh Goculdas

Shri Bimal Lalitsingh Goculdas ( DIN 00367792) is a Chemical Engineer from The Institute of Chemical Technology (ICT), Mumbai and has done M.S. in Chemical Engineering from University of Wyoming, U.S.A. Shri Bimal Laitsingh Goculdas is a leading professional with wide experience in business , commercial, technical, corporate finance both in India and Abroad.

Shri Bimal Lalitsingh Goculdas has been associated with the Company holding various senior Management positions for over last 20 years and has handled production, technology, supply chain management, marketing both domestic & export and finance.

Shri Bimal Lalitsingh Goculdas, Chief Executive Officer and Manager of the Company is related to Shri Laxmikumar Narottam Goculdas and Ms. Mitika Laxmikumar Goculdas.

His existing term of appointment as CEO and Manager of the Company would have normally come to an end on 31.03.2019. His appointment as the Managing Director, and CEO of the Company is for five years w.e.f. 01.04.2018 upto 31.03.2023.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company.

Shri D.K. Sundaram, Chief Finance Officer of the company left the company w.e.f. 31/12/2017 and Shri D.G. Patil was appointed as Chief Finance Officer of the company. On his relieving w.e.f. 1st July, 2018 Shri Chirag Jaswant Shah, Chartered Accountant joined as Chief Finance Officer of the company w.e.f. 6th July, 2018. The Company continues its operations under the leadership of the Senior Corporate Management Team comprising of Shri Bimal Lalitsingh Goculdas, Managing Director, & Chief Executive Officer, Shri D. T. Gokhale, Sr. Executive Vice President and Company Secretary and Shri Chirag Jaswant, Chief Finance Officer, who are the Key Managerial Personnel.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.dmcc.com).

RELATED PARTY TRANSACTIONS

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

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Audit Committee and the Board of Directors at their meetings have reviewed and approved all the related party transactions undertaken by the Company during the Financial Year. The related party transactions entered into by the Company are disclosed in Note no. 43 of the Notes to Accounts. All Related Party Transactions are placed/routed through the Audit Committee and the Board of Directors. None of the Directors has any pecuniary relationships or transactions with the Company.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy which reflects the overall risk management philosophy, the Company’s overall approach to risk management, risk assessment, risk mitigation mechanism and the roll and responsibilities for risk management. Risk management forms an integral part of the business planning and review cycle. The Company’s Risk Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safe guarding the integrity of the Company’s financial reporting and its related disclosures.

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

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 Insiders (‘Insider Trading Code’) and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code of Fair Disclosure’).

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

The code of Fair Disclosure ensures that the 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)

The prime endeavor of our Management is to achieve Environment Health and Safety (EHS). Your Company has various EHS management processes and methodologies being deployed and implemented under the EHS to ensure that our employees become more safety conscious . The Company has a system of in- house EHS training for employees and workmen at the factory as also the practice of sending the employees/workmen to various external EHS programmes.

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. It is the endeavor 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 upto sale. Your Company is one of the few in India authorized to use the Responsible care® logo. This has been achieved after extensive site and systems improvement, third party mentoring, and a series of audits. Logo usage validity is upto November 2018, renewable thereafter.

REACH

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

AUDITORS

In the 96th Annual General Meeting (AGM) held on 26th day of December, 2017 Messrs Rahul Gautam Divan & Associates (RGD & Associates), Chartered Accountants (ICAI Firm Registration No.120294W), was appointed as Statutory Auditors of the Company for a tenure of five years subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate Affairs has vide notification dated May 7, 2018 obliterated the requirement of seeking Member’s ratification at every AGM on appointment of Statutory Auditor during their tenure of five years.

Messrs Rahul Gautam Divan & Associates (RGD & Associates), Chartered Accountants (ICAI Firm Registration No.120294W), have under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility.

The report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

Rahul Gautam Divan & Associates is a member of Kreston International, a worldwide network of accounting firms, offering high quality accounting, auditing, legal and consultancy services. The combined experience of the partners in the chartered accountancy profession within the associated firms is over 50 years. RGD & Associates have associated offices in Bangalore and Ahmedabad, with residential partners at both associated offices. RGD & Associates have been involved in the Statutory Audits and also Internal Audits of various companies, and have the necessary experience to conduct the statutory audit of the Company. RGD & Associates have consented to the said appointment and confirmed that their appointment, if made, would be in accordance with Section 139 read with Section 141 of the Act.

As you are aware that Messrs. K.S. Aiyar & Co., Chartered Accountants, holding ICAI Firm Registration Number 100186W, who were the Statutory Auditors of your Company for last so many years till the year ended 31^st March, 2017. The Company would like to express our deep appreciation for the cooperation, guidance and support extended by them during their tenure as the statutory auditors of the Company.

COST AUDITOR AND COST AUDIT REPORT

The Board of Directors, on the recommendation of Audit Committee has appointed Shri S.S. Dongare, Cost Accountant, as Cost Auditor of your Company to audit the cost accounts of the Company for Financial Year 2018-19 at remuneration of Rs. 66,000/- (Rupees Sixty Six Thousand Only) as also the payment of taxes as applicable and re-imbursement of actual out-of-pocket expenses incurred in connection with the aforesaid audit. As required under the Companies act, 2013, a resolution seeking members’ approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. In accordance with the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company carries out an audit of cost records (Sulphuric Acid) maintained by the Company every year.

The Cost Audit Report and the Compliance Report of your Company for the Financial Year ended 31^st March, 2017, by Shri S.S. Dongare, Cost Accountant, which was due for filing with the Ministry of Corporate Affairs, was duly filed on 03rd November, 2017, accepted by the Government as filed in time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure I”.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

A Corporate Social Responsibility Committee of the Directors was constituted earlier consisting of Ms. Mitika Laxmikumar Goculdas as Chairman, Shri H. T. Kapadia, Shri M. T. Ankleshwaria and Shri A. W. Ketkar as members of the Committee.

The Committee met once during the year and due to the average net profit of last three years being negative, your Company is not required to spend any amount towards Corporate Social Responsibility activities during the year under review, the report is annexed herewith as “Annexure II”.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Shri A. D. Gupte, FCS No.300, and C.P. No. 1210 to undertake the Secretarial Audit of the Company. The

Secretarial Audit Report is included as “Annexure III” and forms integral part of this Report.

There is no qualification in the report of Secretarial Auditor, for the year under review.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 197 and rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been furnished as there are no employees falling within the purview of the provisions of said section and the said rule during the period under review.

Information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in “Annexure IV” to this Report.

SUBSIDIARY COMPANY

Borax Morarji (Europe) GmbH is a 100% wholly owned subsidiary Company in Germany. Primarily it takes care of complying with the German Regulations for exports of Specialty Boron products to Germany and Europe.

In terms of exemption granted by the Ministry of Corporate Affairs wide its order No. 2/2011 dated 8^th February, 2011 Balance Sheet of Borax Morarji (Europe) GmbH, Germany is not attached to the accounts of the Company. However, the annual accounts of the subsidiary are available for inspection at the office of the Company and the related detailed information will be made available to the Shareholders when asked for.

CONSOLIDATION OF ACCOUNTS

In pursuance of the mandatory compliance of the Accounting Standard 21, as issued by the Institute of Chartered Accountants of India, the Company has presented Consolidated Financial Statements for the year under report, consolidating its accounts with the accounts of its Wholly Owned Subsidiary Company, viz. Borax Morarji (Europe) GmbH, Germany (Change of name under process). A separate report of the Statutory Auditor on the consolidated Financial Statements also forms part of the same.

PUBLIC DEPOSITS

During the year 2017-18, your Company has not accepted/renewed any fixed deposit. Post Merger the unclaimed matured deposits as on 31.03.2017 were Rs. 31.69 Lakhs . As on 31.03.2018 the unclaimed matured deposits is Rs. 28.68 Lakhs.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost, external agencies and Secretarial Auditor, including audit of internal financial controls over 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 31^st March, 2018. 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:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed and that there are no material departures;

(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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) 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

(vi) 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.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lay strong emphasis on transparency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the BSE Limited, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors’ Certificate on its compliance.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure-V and forms an integral part of this Report.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

LAXMIKUMAR NAROTTAM GOCULDAS

Chairman

Registered Office

Prospect Chambers, 317/321,

Dr. Dadabhoy Naoroji Road, Fort,

Mumbai 400 001.

Date : 10^th August, 2018

---

Mar 31, 2016

DIRECTORS’ REPORT (Including Management Discussion and Analysis Report)

The Directors'' are pleased to present their Ninety Fifth Annual Report together with the audited financial statements of the Company for the financial year ended 31^st March, 2016.

FINANCIAL RESULTS

	Financial Year ended 31st March, 2016 Rs. in lacs	Financial Year ended 31st March, 2015 Rs. in lacs
Sales Turnover (Net of Excise Duty)	9980.35	11948.32
Gross Profit / (Loss)	1540.38	1784.73
Less : Depreciation	225.83	243.85
Less : Exceptional Items	-	142.60
Profit / (Loss) before Taxation	1314.55	1398.28
Less : Provision for Taxation (MAT)	117.38	-
Profit (Loss) after Taxation	1197.17	1398.28
Add: Balance brought forward	61.83	(1295.81)
Add : Depreciation in respect of Earlier Year as per the provision contain at 7 (b) of Schedule II to the Companies Act, 2013	Nil	(40.64)
Balance carried forward	1259.00	61.83
The following is the Sales Turnover (Net of Excise Duty) by group of products:
Commodity Chemicals	3932.34	3987.98
Speciality Chemicals	5714.07	7446.07
Others	333.94	514.27
Total	9980.35	11948.32

Dividend

Though Your Company has made profit during the year, in view of the balance of accumulated losses, your Directors have not recommended any Dividend on Cumulative Preference Shares and Equity Shares of the Company, for the financial year ended 31^st March, 2016.

MANAGEMENT DISCUSSION & ANALYSIS REPORT INCLUDING PROSPECTS IN THE INDUSTRY

As predicted by all leading global and economic institutions, India is a bright star in the world and Indian economy is expected to grow at 7.5%. As in the past, Indian chemical industry is expected to perform well.

The company has followed a policy of revamping and re-modelling of the manufacturing capacity by judiciously following combination of productivity improvement of existing plants and manufacturing facilities and creation of new multipurpose and flexible manufacturing infrastructure ( capable of producing multiple products and capable of carrying out multiple processes) through fresh capital expenditure.

The Company''s specialty chemical business is driven by extensive product R & D and process innovations which are significantly different from those in case of commodity chemicals business.

The growth of specialty chemicals is driven by both domestic consumption and exports. The specialty chemicals, finding application across consumers, are driven by overall growth of Indian economy. Specialty chemical exports are growing as India has the potential of becoming an important manufacturing hub for such chemicals.

Large parts of the world are under turmoil and while your company has so far not faced any significant disruptions on the customer side, growth in areas such as EU is likely to be muted. Business has been expanded to other several countries so as to ensure a good geographical spread.

On the process development side, your company continues to focus on the Sulphur and Ethanol chemistry. The expertise gained over the years, especially in the safe handling of hazardous chemicals, is being commercially exploited. Products are being selected based on experience in manufacturing process developed over the years. This includes development of novel process, an improvement in specifications or cost effectiveness owing to backward integration or economies of scale. With specialization in chemistry, rather than a particular end use, your company is attempting to insulate from the business cycles of any one industry. With specialization in multiple and multipurpose processes and the new products, your Company is better insulated from the cyclical fluctuations in the Chemical Industry.

The falling crude oil prices has resulted in lower prices of downstream chemicals such as Benzene and Sulphur. Consequently your company was required to reduce the selling prices of finished products when the need arose, which has partly reflected in lower turnover during the financial year ended 31^st March 2016 as compared to the previous year. Your Company had planned essential maintenance shut down which has also affected the performance during the 3^rd quarter of the year under review.

Overview of operations Chemicals

The turnover of Commodity Chemicals during the current Financial Year ended 31^st March, 2016 was slightly lower at Rs. 39.32 crores as compared to the turnover of Rs. 39.88 crores during the previous Financial Year. The turnover of Specialty Chemicals during the current Financial Year ended 31^st March, 2016 was Rs. 57.14 crores as compared to Rs. 74.46 crores in the previous year. The Export turnover of the Company during the current Financial Year ended 31^st March, 2016 was Rs. 39.11 crores as compared to Rs. 51.76 crores for the previous Financial Year.

Fertilizers

The Company''s fertilizer business viz. Single Superphosphate (SSP) continues to remain suspended / discontinued. Your Company however continues on moderate scale the brand licensing arrangement of the Company''s popular “SHIP - BRAND” of SSP Fertilizer.

Cautionary Statement

Statements in this “Management Discussion and Analysis Report” describing the Company''s objectives, projections, estimates, expectations or predictions may be considered as “forward looking statements” within the meaning of applicable security laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

ADEQUACY OF INTERNAL CONTROLS

Your Company has well laid down policies, guidelines and procedures which form part of its internal control system. The Audit Committee of the Board periodically reviews reports of Internal Auditors, inter alia, on adherence by the operating Management of such policies and procedures and suggests changes/modifications and improvements on a continuous basis. The Company has an independent and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and the transactions are authorized, recorded and reported correctly. The internal control systems are supplemented by a programme of internal audit.

HUMAN RESOURCE DEVELOPMENT

As part of ongoing exercise of the restructuring and re-organization of the Company''s business, the Company undertakes periodic comprehensive reviews of its HR policies and amends the same suitably from time to time, to meet the emerging business requirements. Special emphasis is being led continually on recruitment of multi-disciplinary and experience staff to carry forward the growth objectiveness of the Company. Regular training programmes are being held for the benefit of the staff and the workmen.

Your Company believes in a collaborative approach and works closely with the unions, and Industrial relations have been cordial during the year under review.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 (the Act) and the corporate governance requirements as prescribed by Securities and Exchange Board of India ( “ SEBI ” ) under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the “Chief Executive Officer” and “Manager” of the Company under the Companies Act, 2013.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performances of the Board, its committees and individual Directors were also discussed.

NOMINATION AND REMUNERATION POLICY

The Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees have evolved and have been formulated in terms of the provisions of the Companies Act, 2013 and the listing agreement with a view to pay equitable and commensurate remuneration to the Directors, Key Managerial Personnel and other Employees of the Company.

The Company passed through adverse financial condition which had an inevitable impact on the existing compensation and pay structure rather than the qualification, experience and the industry standards.

The Chief Executive Officer (CEO) of the Company is being paid in accordance with the provisions of the Companies Act, 2013 and Schedule V of the Companies Act, 2013 which prescribes the ceiling on the maximum permissible remuneration in respect of Companies having inadequate profits.

In view of the inadequacy of profits, the Directors of the Company are not being paid any remuneration/commission etc. except the normal sitting fees.

The Management of the Company will therefore take into consideration the various applicable factors such as qualification, experience, industry standards etc. and evolve an appropriate policy in course of time once the Company starts making adequate profits.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

During the financial year 2015-16, the Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to 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.

SEXUAL HARASSMENT

During the year under review, there was not a single incident under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

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

DIRECTORS/KEY MANAGEMENT PERSONNEL

Shri Laxmikumar Narottam Goculdas (holding DIN 00459347), Director, is retiring by rotation in accordance with the requirements of the Act and under the Article 135 of the Articles of Association of the Company, and being eligible, offer himself for re-appointment.

Shri Shantilal Tejshi Shah an Independent Directors resigned on 10^th August, 2016 due to his personal commitments. It is not proposed to fill up the vacancy at present, since the Company is still complied as regards composition of the Board.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company.

The Company continues its operations under the leadership of the Senior Corporate Management Team comprising of Shri Bimal Lalitsingh Goculdas, Chief Executive Officer, Shri D. T. Gokhale, Executive Vice President and Company Secretary and Shri D. K. Sundaram, Chief Finance Officer, who are the Key Managerial Personnel.

The Nomination and Remuneration Committee, at its meeting held on 12^th February, 2016 recommended and the Board of Directors of the Company at its Board Meeting held on 12^th February, 2016 have re-appointed Shri Bimal Lalitsingh Goculdas, subject to the approval of the shareholders by way of special resolution ( in view of inadequacy of profits ) at the ensuing Annual General Meeting as “ Chief Executive Officer” and “Manager” of the Company within the meaning of the Companies Act, 2013, for a period of three years with effect from 1^st April, 2016.

The proposed Remuneration and terms and conditions of appointment of Shri Bimal Lalitsingh Goculdas “Chief Executive Officer” and “Manager” of the Company are as per the provisions of the Companies Act, 2013 and Schedule V thereto as given in the Special Resolution at item no. 5 of the accompanying Notice of the Meeting and the particulars contained therein are in accordance with the disclosures as required as per Schedule V Part II, Section II of the Companies Act, 2013:

The Board recommends the Resolution at Item No. 5 of the accompanying Notice for approval by the Members of the Company.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.dmcc.com).

RELATED PARTY TRANSACTIONS

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

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Audit Committee and the Board of Directors at their meetings have reviewed and approved all the related party transactions undertaken by the Company during the Financial Year.

The related party transactions entered into by the Company are disclosed in Note no. XIII 7(E) of the Notes to Accounts.

All Related Party Transactions are placed/routed through the Audit Committee and the Board of Directors.

None of the Directors has any pecuniary relationships or transactions with the Company.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Management Policy which reflects the overall risk management philosophy, the Company''s overall approach to risk management, risk assessment, risk mitigation mechanism and the roll and responsibilities for risk management. Risk management forms an integral part of the business planning and review cycle.

The Company''s Risk Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring compliance with legal requirements and by safe guarding the integrity of the Company''s financial reporting and its related disclosures.

The identification and analysis of and putting in place the process for mitigation of these risks is an ongoing process. The Company has also laid down procedure to inform the Audit Committee and the Board about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management control risks by means of a properly defined frame work.

The monthly review meetings of all the functional/departmental heads interalia discuss the relative risk management issues.

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 Insiders (‘Insider Trading Code'') and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (‘Code of Fair Disclosure'').

The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive and 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)

In the Company, it has been our prime endeavour to achieve environment health and safety (EHS). We thrive to achieve the objective by ensuring accident free work place. We have various EHS management processes and methodologies being deployed and implemented under the EHS to ensure that our employees become more safety conscious and strive to improve the organization’s approach towards loss prevention.

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.

All these EHS endeavours help the Company in its efforts in preventing loss of life and property damage.

AUDITORS

Messers. K.S.Aiyar & Co., Chartered Accountants, holding ICAI Firm Registration Number 100186W, who are the Statutory Auditors of your Company, hold office until the conclusion of the 96^th Annual General Meeting of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM). It is proposed to ratify the appointment of Messers. K.S.Aiyar & Co., Chartered Accountants, holding ICAI Firm Registration Number 100186W as Statutory Auditors of the Company from the conclusion of this AGM till the conclusion of the 96^th AGM. Messrs. K.S. Aiyar & Co., Chartered Accountants, under Section 139 of the Act, furnished a certificate of its eligibility for re-appointment. The Members are requested, to ratify their appointment as Statutory Auditors and to authorize the Board of Directors to fix their remuneration. In this connection, the attention of the Members is invited to item No.3 of the Notice.

AUDITORS’ OBSERVATIONS

In respect of the Auditors'' observation (in quotes):

“The Company had recognized net deferred tax asset in earlier years aggregating to Rs.2654.15 lacs till 31^st March, 2009, considering unabsorbed loss upto 31^st March, 2008 and unabsorbed depreciation up to 31^st March, 2009. For the subsequent financial periods, further net deferred tax asset has not been recognized in view of management’s perceptions and reason detailed in Note No.V(c). We are not in a position to opine on the realisability of the said net deferred Tax Asset. Consequently, the Accumulated losses as at the end of the year would have been higher by Rs.2654.15 Lacs”.

The managements perception and reasons are detailed in Note no.V(c), and the same is reproduced here below:

Deferred Tax Assets (Net)

The break-up of the Deferred Tax Liability / (Deferred Tax asset) as on 31.03.2016 and 31.03.2015, recognized by the Company in the books of account, is as follows:

Particulars	As at 31-03-2016 Rs. In Lacs	As at 31-03-2015 Rs. In Lacs
Deferred Tax Liabilities :
Difference between book and tax depreciation	1611.05	1611.05
Others	221.90	221.90
Total	1832.95	1832.95
Deferred Tax Assets :
Unabsorbed depreciation / Business loss	3610.68	3610.68
Others	876.42	876.42
Total	4487.10	4487.10
Net Deferred Tax Liabilities / (Deferred Tax Assets) :	(2654.15)	(2654.15)

The Company''s export business over the last three years has been steadily growing at an impressive rate. This has been possible due to appropriate marketing efforts coupled with quality consciousness on the part of the Company. The focused R & D activity to identify and develop relevant products meeting high quality standards has always remained vital to the Company''s business and efforts are undertaken to spread this message across the customer base both abroad as well as domestic. The Company is confident of improving the current growth rate substantially in overseas business in addition to consolidating the domestic market both in Speciality and Bulk chemicals. In the near term, the Company expects to achieve this objective by making use of the available unutilized capacity as well as building up additional capacity. The marketing team is also being strengthened. Consequently, there is virtual certainty of realization of “Deferred Tax asset” mainly resulting from unabsorbed depreciation and carried forward losses. Accordingly, the recognized “Deferred Tax Asset” of Rs.2654.15 Lacs as at 31.03.2009, without any addition, is being carried forward.

COST AUDITOR AND COST AUDIT REPORT

The Board of Directors, on the recommendation of Audit Committee has appointed Shri S.S. Dongare, Cost Accountant, as Cost Auditor of your Company to audit the cost accounts of the Company for Financial Year 2016-17 at remuneration of Rs. 66,000/- (Rupees Sixty Six Thousand Only) as also the payment of service tax as applicable and re-imbursement of actual out-of-pocket expenses incurred in connection with the aforesaid audit. As required under the Companies act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting. In accordance with the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company carries out an audit of cost records (Sulphuric Acid) maintained by the Company every year.

The cost Audit Report and the Compliance Report of your Company for the Financial Year ended 31^st March, 2015, by Shri S.S. Dongare, Cost Accountant, which was due for filing with the Ministry of Corporate Affairs by 30^th September, 2015, was duly filed on 12^th October, 2015, accepted by the Government as filed in time.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure I”.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

A Corporate Social Responsibility Committee of the Directors was constituted earlier consisting of Shri L. N. Goculdas as Chairman, Shri H. T. Kapadia, Shri M. T. Ankleshwaria and Shri A. W. Ketkar as members of the Committee.

During the current year the committee has been reconstituted with Ms. Mitika Laxmikumar Goculdas as Chairman, Shri H. T. Kapadia, Shri M. T. Ankleshwaria and Shri A. W. Ketkar as members of the Committee.

The Committee met once during the year and due to the average net profit of last three years being negative, your Company is not required to spend any amount towards Corporate Social Responsibility activities during the year under review, is annexed herewith as “Annexure II”.

However, as a gesture towards the Corporate Social Responsibility, the Company has donated an amount of Rs. 5,00,000/- (Rupees Five Lacs Only) to the Corbett Foundation for Assam Flood Relief.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Shri A. D. Gupte, FCS No.300, and C.P.No. 1210 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as “Annexure III” and forms integral part of this Report.

There is no qualification in the report of Secretarial Auditor, for the year under review.

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 197 and rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been furnished as there are no employees falling within the purview of the provisions of said section and the said rule during the period under review.

Information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in “Annexure IV” to this Report.

PUBLIC DEPOSITS

During the year 2015-16, your Company has not accepted/renewed any fixed deposit. The unclaimed deposits as on 31.03.2015 were Rs. 60,000/-. The Company had paid Rs. 20,000/- to depositors and paid/transferred Rs. 40,000/- to Investor Education and Protection Fund as required. Therefore no deposit has remained unclaimed as on 31 March, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT

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(3) (c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable Accounting Standards have 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) 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

(vi) 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.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lay strong emphasis on transparency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the Stock Exchange, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors'' Certificate on its compliance.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure-V and forms an integral part of this Report.

ACKNOWLEDGEMENTS

The Directors are thankful to your Company''s shareholders, customers, suppliers, and contractors, various departments of Central and State Governments and Banks for their continued valuable support. The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation, commitment, sense of understanding and the sacrifices made by them during the difficult and critical period which the Company is passing through. Management of your Company is confident that with the active co-operation from all the stake holder of the Company will be in a position to overcome this difficult phase.

For and on behalf of the Board

LAXMIKUMAR NAROTTAM GOCULDAS

Chairman

Registered Office

Prospect Chambers,

317/321, Dr. Dadabhoy Naoroji Road,

Fort, Mumbai 400 001.

Date : 10^th August, 2016

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Mar 31, 2013

The Directors are pleased to present their Ninety Second Annual Report, together with the accounts of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Financial Year ended Financial Year ended 31st March, 2013 31st March, 2012 Rs. in lacs Rs. in lacs

Sales Turnover (Net of Excise Duty) 8559.15 8132.75

Gross Profit / (Loss) 244.27 87.73

Less: Depreciation 509.96 486.06

Add: Non recurring items 3591.07 Nil

Profit/(Loss) before Taxation 3325.38 (398.33)

Less: Provision for Taxation

Profitl(Loss) after Taxation 3325.38 (398.33)

Add: Balance brought forward (6227.11) (5828.78)

Balance carried forward (2901.73) (6227.11)

The following is the Sales Tumover (Net of Excise Duty) by group of products:

Single Superphosphate Nil Nil

Commodity Chemicals 2972.70 4138.99 Specialty. Chemicals 4478.04 3176.95

Others 1108.41 816.81

Total 8559.15 8132.75

In view of the accumulated losses, your Directors have not recommended any Dividend on Cumulative Preference Shares and Equity Shares of the Company, for the financial year ended 31s1 March, 2013.

CORPORATE FINANCIAL RESTRUCTURING

In furtherance to the requisite approval of the shareholders of the Company obtained on 17th August, 2010, under Section 293(1) (a) of the Companies Act, 1956, for the sale/transfer/disposal of its land, factory buildings and plant and machinery at its Ambernath Factory, steps are being taken to complete Corporate Financial Restructuring. The Management is continuing its endeavors to complete the Corporate Financial Restructuring, with a view to improve the operational and financial performance of the Company.

ADEQUACY OF INTERNAL CONTROLS

Your Company has clearly laid down policies, guidelines and procedures which form part of its internal control system. The Audit Committee of the Board periodically reviews reports of Internal Auditors, inter alia, on adherence by the operating Management of such policies and procedures and suggests changes/modifications and improvements on a continuous basis. The Company has strong, independent and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and the transactions are authorized, recorded and reported correctly. The internal control systems are supplemented''by a programme of internal audit.

HUMAN RESOURCE DEVELOPMENT

As an ongoing exercise of the restructuring and re-organisation, the Company undertakes periodic comprehensive reviews of its HR policies and amends the same suitably from time to time, to meet the emerging business requirements.

DIRECTORS/KEY MANAGEMENT PERSONNEL

Shri H.T Kapadia and Shri M.T.Ankleshwaria, Directors, are retiring by rotation under Article 135 of the Articles of Association of the Company and being eligible , offer themselves for re- appointment.

The Company continues -its operations under the leadership of the Senior Corporate Management Team comprising of Shri Bimal Lalitsingh Goculdas, Chief Executive Officer, Shri. D.T.Gokhale, Executive Vice President and Company Secretary and Shri D.K.Sundaram, Chief Finance Officer.

AUDITORS'' OBSERVATIONS

As regards the Auditors'' observation regarding the Deferred Tax Asset amounting to Rs. 2654.15 lacs as at the end of the Financial Year, ending 31s" March, 2009, it may please be noted that, thereafter, in view of the changed circumstances, the Company has not created any additional Deferred Tax Asset.

The Company''s Export Chemical business has been growing since last three years. The Company has also concentrated in R & D activity to identify and develop new products with high quality standards. The Company therefore expects to improve business growth in domestic and export markets at an increasing rate. The Company is also putting efforts in strengthening marketing strategy of the Company. In the circumstances , the Board of Directors reasonably expect, barring unforeseen circumstances, virtual certainty of realization of Deferred Tax Asset, mainly resulting from un- absolved depreciation and carried forward losses. Therefore, the said Deferred Tax Asset of Rs. 2654.15 Lacs as on 31st March, 2013 is being carried forward without any addition thereto since the Financial Year ending 31s1 March, 2009.

As regards the Auditors'' observation regarding non compliance with regard to the deposits accepted from public including non-filing of returns of Fixed Deposit, it may please be noted that the Company has not accepted or renewed any deposit from public and shareholders from the financial year 2006-2007 onwards and there is no default in respect of repayment of the matured Fixed Deposits and interest payable thereon. The Company has filed the Fixed Deposit Return on 261* June, 2013 for the Financial Year 2012-13.

The Company has also deposited all the unclaimed deposit amounts which are due for more than seven years with Investor Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As per Section 217 of the Companies Act, 1956, read with The Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange are given in the prescribed format as an Annexure-I to this report.

PARTICULARS OF EMPLOYEES

During the financial year ended 31" March, 2013 there was no employee within the purview of Sec.217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

Out of the unclaimed deposits of Rs. 1826000/-as on 31st March, 2012, the Company has transferred/paid Rs. 1265000/-to Investor Education and Protection Fund as required. In addition, Rs.50000/- have been paid to the depositors, who claimed the same during the financial year 01.04.2012 to 31.03.2013. Therefore only 38 deposits aggregating to Rs. 511000/- have remained unclaimed as on 31st March, 2013.

AUDITORS

Mis. K. S. Aiyar & Co., Chartered Accountants, the existing Auditors have, under Section 224 (1-B) of the Companies Act, 1956, furnished a Certificate of their eligibility for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; .

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the Stock Exchange, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. Your Company has also evolved a Risk Management Policy regarding risk assessment and risk mitigation mechanism, which has been approved by the Board of Directors. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors'' Certificate on its compliance.

ACKNOWLEDGMENTS

The Directors are thankful to your Company''s shareholders, customers, suppliers, contractors, various departments of Central and State Governments and Banks for their continued valuable support.

The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation, commitment, sense of understanding and the sacrifices made by them during the difficult and critical period which the company is passing through.

Management of your Company is confident that with the active co-operation from all the stake holder of the Company, the Company will be in a position to overcome this difficult phase.

For and on behalf of the Board

LAXMIKUMAR NAROTTAM GOCULDAS

Chairman

Registered Office:

Prospect Chambers,

317/21, Dr. Dadabhoy Naoroji Road,

Fort, Mumbai - 400 001.

Date : 07th August, 2013.

---

Mar 31, 2012

The Directors are pleased to present their Ninety First Annual Report, together with the accounts of the Company for the financial year ended 31st March, 2012. (Twelve months)

FINANCIAL RESULTS

Financial Year Financial Year ended ended 31st March, 2012 31st March, 2011 (12 Months) (9 Months) Rs. in lacs Rs. in lacs

Sales Turnover (Net of Excise Duty) 8132.75 4295.80

Gross Profit/(Loss) 87.73 7.17

Less: Depreciation & Lenders' sacrifice Amortisation 486.06 486.70

Profit/(Loss) before Taxation (398.33) (479.53)

Less: Provision for Taxation - -

Profit/(Loss) after Taxation (398.33) (479.53)

Add: Balance brought forward (5828.78) (5349.25)

Balance carried forward (6227.11) (5828.78)

The following is the Sales Turnover (Net of Excise Duty) by group of products:

Single Superphosphate - 4.50

Commodity Chemicals 4138.99 2063.83

Specialty Chemicals 3176.95 1802.12

Others 816.81 425.35

Total 8132.75 4295.80

The financial statements for the previous financial year were prepared for a period of nine months commencing from 1st July, 2010 and ending on 31st March, 2011. Therefore, the Sales Turnover for the Financial Year ended 31st March, 2012 is not comparable with the Sales Turnover for the previous Financial Year ended 31st March, 2011 (9 months).

In view of the loss during the year under review, your Directors have not recommended any Dividend on Cumulative Preference Shares and Equity Shares of the Company, for the financial year ended 31st March, 2012.

CORPORATE FINANCIAL RESTRUCTURING

In furtherance to the requisite approval of the shareholders of the Company obtained on 17th August, 2010, under Section 293 (1) (a) of the Companies Act, 1956, for the sale/transfer/disposal of its land, factory buildings and plant and machinery at its Ambernath Factory, steps are being taken to complete Corporate Financial Restructuring. The Management is continuing its endeavors to complete the Corporate Financial Restructuring, with a view to improve the operational and financial performance of the Company.

ADEQUACY OF INTERNAL CONTROLS

Your Company has clearly laid down policies, guidelines and procedures which form part of its internal control system. The Audit Committee of the Board periodically reviews reports of Internal Auditors, inter alia, on adherence by the operating Management of such policies and procedures and suggests changes/modifications and improvements on a continuous basis. The Company has a strong, independent and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposal and that transactions are authorised, recorded and reported correctly. The internal control systems are supplemented by a programme of internal audit.

HUMAN RESOURCE DEVELOPMENT

As an ongoing exercise of the restructuring and re-organisation, the Company undertakes periodic comprehensive reviews of its HR policies and amends the same suitably from time to time, to meet the emerging business requirements.

DIRECTORS/KEY MANAGEMENT PERSONNEL

The Board regrets to inform the Shareholders about the sad and sudden demise of Shri D.N. Vaze, Chief Finance Officer of the Company, on 9th August 2012. He has been associated with the Company for the last many years in various capacities. He has been guiding force to the Management and staff of the Company. The Directors, the Management and the Employees of the Company are deeply grieved at the sad and sudden demise of Shri D.N. Vaze. The Board recognises and place on record their appreciation for his deep sense of commitment, loyalty towards the Company and the valuable contribution made by him in the Management of the Company, especially during the financial crisis which the Company had undergone.

Shri Arvind W. Ketkar and Shri Shantilal T. Shah, Directors, are retiring by rotation under Article 135 of the Articles of Association of the Company and being eligible, offer themselves for re- appointment.

The Board of Directors of the Company at its meeting held on 4th November, 2011, has appointed Ms. Mitika Laxmikumar Goculdas, as an additional Director on the Board of Directors of the Company. Ms. Mitika Laxmikumar Goculdas, is MBA (Finance) from Pennsylvania State University, USA. She has total work experience of 16 years including her stint as Vice President with Merrill Lynch both at USA and Dubai. She has experience in Finance, Industry and International Trade. As per provisions of Section 260 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Ms. Mitika Laxmikumar Goculdas, will hold office of Director upto the date of ensuing Annual General Meeting. Appointment of Ms. Mitika Laxmikumar Goculdas, as a Director liable to retire by rotation is proposed at Sr. No. 5 of the Notice of the ensuing Annual General Meeting. Your Directors recommend the appointment of Ms. Mitika Laxmikumar Goculdas, as Director of the Company.

Subject to the approval of the Shareholders, the Board of Directors of the Company at its meeting held on 2nd April, 2012 has re- appointed Shri Bimal Lalitsingh Goculdas (who is also a Managing Director of Borax Morarji Limited) as Chief Executive Officer and "Manager" of the Company within the meaning of the Companies Act, 1956 for a period of 3 years with effect from 1st April, 2012.

AUDITORS' OBSERVATIONS

As regards the Auditors' observation regarding recognition of "Deferred Tax Asset" amounting to Rs. 2654.15 lacs, the Company, based on the proposed association with a "Strategic Investor", is confident that this proposed association will result in significant additional revenue and profits.

As regards the Auditors' observation regarding Trade Receivables that could not be classified as outstanding for a period of more than six months from the due date instead of invoice date as required by the revised Schedule VI to the Companies Act, 1956, the Management is of the view that the revised classification does not have any material impact on the financial statements except for the Presentation and Disclosure of the same. However the necessary modification in the existing computer programme is being carried out and the same will be completed in due course of time during the current financial year 2012-2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As per Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange are given in the prescribed format as an Annexure-I to this report.

PARTICULARS OF EMPLOYEES

During the financial year ended 31st March, 2012 there was no employee within the purview of Sec. 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

Out of deposits which matured during the financial year ended 31st March, 2012, 151 deposits aggregating to Rs. 18,26,000/- remained unclaimed as on 31st March, 2012, of which NH deposit amounting to Rs. Nil has since been claimed and repaid.

AUDITORS

M/s. K S Aiyar & Co., Chartered Accountants, the existing Auditors have, under Section 224 (1-B) of the Companies Act, 1956, furnished a Certificate of their eligibility for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the Stock Exchange, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. Your Company has also evolved a Risk Management Policy regarding risk assessment and risk mitigation mechanism, which has been approved by the Board of Directors. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors' Certificate on its compliance.

ACKNOWLEDGMENTS

The Directors are thankful to your Company's shareholders, customers, suppliers, contractors, various departments of Central and State Governments and Banks for their continued valuable support.

The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation, commitment, sense of understanding and the sacrifices made by them during the difficult and critical period which the company is passing through.

Management of your Company is confident that with the active co-operation from all the stake holders of the Company, the Company will be in a position to overcome this difficult phase.

For and on behalf of the Board

LAXMIKUMAR NAROTTAM GOCULDAS Chairman

Registered Office:

Prospect Chambers, 317/21, Dr. Dadabhoy Naoroji Road, Fort, Mumbai - 400 001. Date :08th August, 2012.

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present their Ninetieth Annual Report together with the accounts of the Company for the financial year ended 31 st March, 2011 (nine months).

FINANCIAL RESULTS

Financial Year ended Financial Year ended

31s'March, 2011 301h June, 2010

(9 Months) (15 Months)

Rs. in lacs Rs. in lacs

Gross Turnover 4743.72 6584.40

Gross Profit / (Loss) 7.19 (2387.21)

Less: Depreciation & Lenders' Sacrifice Amortisation 486.70 798.84

Profit/(Loss) before Taxation (479.51) (3186.05)

Less: Provision for Taxation 0.02 0.02

Profit/(Loss) after Taxation (479.53) (3186.07)

Add: Balance brought forward (8877.89) (5691.82)

Balance carried forward (9357.42) (8877.89)

The following is the Gross turnover by group of products:

Single Superphosphate 4.50 41.15

Commodity Chemicals 2376.19 3443.30

Specialty Chemicals 1914.75 2745.13

Others 448.28 354.82

Total 4743.72 6584.40

The Company has closed the current financial year of nine months as on 31s" March, 2011 as decided by the Board of Directors of the Company. Accordingly, financial statements for the current financial year have been prepared for a period of nine months commencing from 1 st July, 2010 and ending on 31s1 March, 2011. Therefore, the Gross Turnover for the Financial Year ended 31st March, 2011 is not comparable with the Gross Turnover for the previous Financial Year ended 30th June, 2010(15 months).

In view of the loss during the year under review, your Directors have not recommended any Dividend on Cumulative Preference Shares and Equity Shares of the Company, for the nine months financial year ended 31st March, 2011.

DIRECTORS/KEY MANAGEMENT PERSONNEL

Shri Laxmikumar Narottam Goculdas and Shri M.T. Ankleshwaria, Directors, are retiring by rotation under Article 135 of the Articles of Association of the Company and being eligible, offer themselves for re- appointment.

Shri D. P. Goculdas, Chief Executive Officer (Agri. Business) of the Company resigned from the services of the Company with effect from 6th April, 2011. The Board places on record its appreciation for the valuable contributions made by Shri D. P. Goculdas, during his tenure of services with the Company.

The Company continues its operations under the leadership of the Senior Corporate Management Team comprising of Shri Bimal Lalitsingh Goculdas, Chief Executive Officer, Shri D. N. Vaze, Chief Finance Officer and Shri D.T.Gokhale, Vice President (Legal/ Corporate Affairs) and Company Secretary.

AUDITORS' OBSERVATIONS

As regards the Auditors' observation regarding recognition of "Deferred Tax Asset" amounting to Rs. 2654.15 lacs, the Company, based on the proposed association with a "Strategic Investor", is confident that this proposed association will result in significant additional revenue and profits.

As regards the Auditors' observation regarding crediting of "Waived Dues" aggregating to Rs. 3362.76 lacs (representing only the principal amount of borrowings ) to the "Capital Reserve" of the Company, this amount has been credited to the "Capital Reserve" since these "Waived Dues" are of capital nature. Further, this treatment of crediting the "Waived Dues" to the "Capital Reserve" (instead of crediting the same to the Profit-and Loss Account) is in compliance with the applicable Accounting Standards referred to in sub-section ( 3C) of Section 211 of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As per Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange are given in the prescribed format as an Annexure-I to this report.

PARTICULARS OF EMPLOYEES

During the nine months financial year ended 31st March, 2011 there was no employee within the purview of Sec.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

Out of deposits which matured during the nine months financial year ended 31 * March, 2011,171 deposits aggregating to Rs. 18,88,000/- remained unclaimed as on 31st March, 2011, of which 4 deposits amounting to Rs. 42,000/- have since been claimed and repaid.

AUDITORS

M/s. K S Aiyar & Co., Chartered Accountants, the existing Auditors have, under Section 224 (1-B) of the Companies Act, 1956, furnished a Certificate of their eligibility for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual account?, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lays strong emphasis on indecency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the Stock Exchange, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. Your Company has also evolved a Risk Management Policy regarding risk assessment and risk mitigation mechanism, which has been approved by the Board of Directors. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors' Certificate on its compliance.

ACKNOWLEDGMENTS

The Directors are thankful to your Company's shareholders, customers, suppliers, contractors, various departments of Central and State Governments and Banks for their continued valuable support.

The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation, commitment, sense of understanding and the sacrifices made by them during the difficult and critical period which the company is passing through.

Management of your Company is confident that with the active co-operation from all the stake holders of the Company, the Company will be in a position to overcome this difficult phase.

For and on behalf of the Board

Laxmikumar Narottam Goculdas

Chairman

Registered Office:

Prospect Chambers,

317/21, Dr. Dadabhoy Naoroji Road,

Fort, Mumbai - 400 001.

Date : 25th July, 2011.

---

Jun 30, 2010

The Directors are pleased to present their Eighty Ninth Annual Report together with the accounts of the Company for the extended financial year ended 30th June, 2010 (fifteen months).

FMANCIAL RESULTS

Financial Year ended Financial Year ended 30th June, 2010 31st March, 2009 (15 Months) (18 Months) Rs. in lacs Rs. in lacs

Gross Turnover 6584.40 17677.35

Gross Profit/(Loss) (2387.21) (2054.57)

Less: Depreciation & Lenders sacrifice Amortisation 798.84 1158.99

PmW(Loss) before Taxation (3186.05) (3213.26)

Add: Deferred Tax Asset 0.00 505.98

Profit/(Loss) after considering Deferred Tax Asset (3186.05) (2707.28)

Less: Provision for Taxation /Fringe Benefit Tax 0.02 18.04

Profil/(Loss) after Taxation (3186.07) (2725.32)

Add: Balance brought forward (5691.82) (2966.30)

Balance carried forward (8877.89) (5691.82)

The following is the gross turnover by group of products:

Single Superphosphate 41.15 1690.68

Commodity Chemicals 3443.30 10243.66

SpeoaKtyOieiriicate 2745.13 4135.62

Others 354.82 1607.39

Total 6584.40 17677.35

The Company has extended the current financial year by three months upto 30* June, 2010 in accordance with the provisions of Sec.210 (4) of the Companies Act, 1956. Accordingly, financial statements for the current financial year have been prepared for a period of fifteen months commencing from 1st April, 2009 and ending on 30* June, 2010.

In view of the loss during the year under review, your Directors have not recommended any Dividend on Cumulative Preference Shares and Equity Shares of the Company, for the extended financial year ended 30* Jane, 2010.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

(a) Overview of operations

(i) The Companys fertiliser business continued to get adversely affected inter alia due to strained liquidity and shortage of Working Capital. This has forced your Company to reduce volumes of the fertiliser business, during the year under review. Consequently the turnover in respect of fertilizers during the current financial year ended 30* June, 2010 was very small.

(it) The turnover of Commodity Chemicals during the current financial year ended 30*1 June, 2010 was also lower at Rs. 34 crates as compared to the turnover of Rs. -102 crores. during the previous financial year ended 31st March, 2009 mainly due to substantial reduction in seang prices. The turnover of Speciality Chemicals during the current financial year was also lower at Rs. 27 crores, as compared to the turnover of Rs. 41 crores during the previous financial year ended 31s1 March, 2009, due to reduction in selling prices as wefl as lower volumes. The selling prices of both Commodity Chemicals and Speciality Chemicals were lower during the current financial year, mainly due to substantial reduction in the purchase prices of the main raw material viz. sulphur.

Prospects in the Industry:

Fertilisers and Chemicals

The Companys Fertilisers and Chemical businesses continue to be adversely affected by severe working capital constraints experienced by the Company, resulting in reduced capacity utilization. The Company expects to increase its capacity utilization, after completing Corporate Financial Restructuring.

Cautionary Statement

Statements in this "Management Discussion and Analysis Report" describing the Companys objectives, projections, estimates, expectations or predictions may be considered as "forward looking statements" within the meaning of applicable securities laws and regulations. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

CORPORATE FINANCIAL RESTRUCTURING

The Management is continuing its endeavors for Corporate Financial Restructuring, with a view to improve the operational and financial performance of the Company. Towards this end, the Company has obtained the requisite approval of its shareholders under Section 293 (1) (a) of the Companies Act, 1956 for sale/transfer/disposal of its land, factory buildings and plant and machinery at its Ambernath Factory.

ADEQUACY OF INTERNAL CONTROLS

Your Company has clearly laid down policies, guidelines and procedures which form part of its internal control system. The Audit Committee of the Board periodically reviews reports of Internal Auditors, inter alia, on adherence by the operating Management of such policies and procedures and suggests changes/modifications and improvements on a continuous basis. The Company has a strong, independent and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposal and that transactions are authorised, recorded and reported correctly. The internal control systems are supplemented by a programme of internal audit.

HUMAN RESOURCE DEVELOPMENT

As an ongoing exercise of the restructuring and re-organisation, the Company has undertaken periodic comprehensive reviews of its HR policies and amended the same suitably from time to time.

DIRECTORS

During the period under report, we lost the beloved Chairman of our Company, Shri Ranchhoddas Mathradas Goculdas on 9th November, 2009. He had a very long association with the Company as a Director from 6th May, 1961 and the Chairman of the Company from 8th May, 1978. He was a versatile personality with a vision. He was the guiding force and an architect of various corporate decisions and policies of the Company. The Board of Directors place on record its deep sense of appreciation for the invaluable contribution made by late Shri Ranchhoddas Mathradas Goculdas over several decades, during his long tenure with the Company. Consequent upon the sad demise of late Shri Ranchhoddas Mathradas Goculdas on 991 November, 2009, Shri Laxmikumar Narottam Goculdas (the then Vice Chairman of the Company) was elected as the Chairman of the Company as well as the Chairman of the Board of Directors of the Company, from 10th November, 2009.

During the period under review, Shri C.B. Nalawala ceased to be a Director of the Company from 10th September, 2009. Shri Kumar Bakhru a nominee Director of General Insurance Corporation of India, also ceased to be a Director of the Company from 23rd January, 2010. The Board of Directors place on record their appreciation for the valuable guidance and advise given by both of them to the Company during their long association with the Company as also the contributions made by both of them during the deliberations at the Board Meetings of the Company.

Shri H.T.Kapadia, a Director, is retiring by rotation under Article 135 of the Articles of Association of the Company and being eligible, offers himself for re-appointment.

The Board of Directors of the Company at its meeting held on 22nd January, 2010, has appointed Shri Arvind W. Ketkar as an Additional Director - on the Board of Directors of the Company. Shri Arvind W. Ketkar has in-depth knowledge in Finance and Accounting and has been in practice as a Chartered Accountant for over thirty nine years. As per provisions of Section 260 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Shri Arvind W. Ketkar will hold office of Director upto the date of ensuing Annual General Meeting. Appointment of Shri Arvind W. Ketkar as a Director liable to retire by rotation is proposed at Sr. No. 4 of the Notice of the ensuing Annual General Meeting. Your Directors recommend the appointment of Shri Arvind W. Ketkar, as Director of your Company.

The Board of Directors of the Company at its meeting held on 27th July, 2010, has appointed Shri Shantilal T. Shah as an Additional Director on the Board of Directors of the Company. Shri Shantilal T. Shah is in Chemical business for last 45 years and has got vast experience in marketing, finance and administration of the Chemical Industry. As per provisions of Section 260 of the Companies Act, 1956 and Article 126 of the Articles of Association of the Company, Shri Shantilal T. Shah will hold office of Director upto the date of ensuing Annual General Meeting. Appointment of Shri Shantilal T. Shah as a Director liable to retire by rotation is proposed at Sr. No. 5 of the Notice of the ensuing Annual General Meeting. Your Directors recommend the appointment of Shri Shantilal T. Shah, as Director of your Company.

AUDITORSOBSERVATION

As regards the Auditors observation regarding recognition of "Deferred Tax Asset" amounting to Rs. 2654.15 lacs, the Company, based on the proposed association with a "Strategic Investor", is confident that this proposed association will result in significant additional turnover and profits.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As per Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange are given in the prescribed format as an Annexure-I to this report.

PARTICULARS OF EMPLOYEES

During the extended financial year ended 30th June, 2010, there was no employee within the purview of Sec.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) RuIps, 1975.

PUBLIC DEPOSITS

Out of deposits which matured during extended financial year ended 30* June, 2010,172 deposits aggregating to Rs. 21,91,000/- remained unclaimed as on 30th June, 2010, of which 1 deposit amounting to Rs. 10,000/- has since been claimed and repaid.

AUDITORS

M/s. K S Aiyar & Co., Chartered Accountants, the existing Auditors have, under Section 224 (1 -B) Of the Companies Act, 1956, furnished a Certificate of their eligibility for re-appointment.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the Stock Exchange, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. Your Company has also evolved a Risk Management Policy regarding risk assessment and risk mitigation mechanism,which has been approved by the Board of Directors. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors Certificate on its compliance.

ACKNOWLEDGMENTS

The Directors are thankful to you and your Companys customers, suppliers, contractors, various departments of Central and State Governments, Financial Institutions and Banks for their continued valuable support.

The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation, commitment, sense of understanding and sacrifices shown by them during the difficult and critical period which the company is passing through.

Management of your Company is confident that with active co-operation from all employees, the Company will be in a position to overcome this difficult phase.

For and on beharf of the Board

L. N. GOCULDAS

Chairman

Registered Office:

Prospect Chambers,

317/21, Dr. Dadabhoy Naoroji Road,

Fort, Mumbai - 400 001.

Date : 3rd November, 2010.

---

Mar 31, 2009

The Directors are pleased to present their Eighty Eighth Annual Report together with the accounts of the Company for the extended financial year ended 31st March, 2009 (eighteen months).

FINANCIAL RESULTS



Financial Year ended Financial Year ended

31 st March, 2009 30th September, 2007

(18 Months) (18 Months)

Rs. in lacs Rs. in lacs

Gross Turnover 17677.35 28125.53

Gross Profit / (Loss) (2054.27) (2486.15)

Less : Depreciation & Lenders sacrifice Amortisation 1158.99 1260.13

Profit/(Loss) before exceptional Item & Taxation (3213.26) (3746.28) Add: Exceptional Item

Waiver of dues by Banks /Financial Institution by One Time Settlement Nil 139.31

Profit/(Loss) after exceptional Item but before Taxation (3213.26) (3606.97)

Add: Deferred Tax Asset 505.98 2148.17

Profit/(Loss) after exceptional Item and after considering Deferred Tax Asset (2707.28) (1458.80)

Less: Provision for Taxation/ Fringe Benefit Tax 18.04 25.05

Profit/(Loss) after Taxation (2725.32) (1483.85)

Add: Balance brought forward (2966.50) (1482.65)

Balance carried forward (5691.82) (2966.50)

The following is the gross turnover by group of products:

Single Superphosphate 1690.68 8487.21

Commodity Chemicals 10243.66 11054.28

Speciality Chemicals 4135.62 7974.10

Others 1607.39 609.94

17677.35 28125.53

The Company has extended the current financial year by six months upto 31st March, 2009 in accordance with the approval received by the Company from the Registrar of Companies, Maharashtra State, Mumbai. Accordingly, financial statements for the current financial year have been prepared for a period of eighteen months commencing from 1st October, 2007 and ending on 31st March, 2009.

In view of the loss during the year under review, your Directors have not recommended any Dividend on Cumulative Preference Shares and Equity Shares of the Company, for the extended financial year ended 31 st March, 2009.

PROPOSAL FOR ONE TIME SETTLEMENT (O.T.S.) OF DUES TO SECURED LENDERS

The Company had submitted a proposal to its Secured Lenders to settle their dues by way of One Time Settlement (O.T.S.) As the shareholders are aware, the proposal was accepted by one of the Secured Lenders and their dues have been settled accordingly. The Companys proposal is under consideration of the remaining Secured Lenders.

ADEQUACY OF INTERNAL CONTROLS

Your Company has clearly laid down policies, guidelines and procedures which form part of its internal control system. The Audit Committee of the Board periodically reviews reports of Internal Auditors, inter alia, on adherence by the operating Management of such policies and procedures and suggests changes/modifications and improvements on a continuous basis. The Company has a strong, independent and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposal and that transactions are authorised, recorded and reported correctly. The internal control systems are supplemented by an extensive programme of internal audit.

HUMAN RESOURCE DEVELOPMENT

As an ongoing exercise of the restructuring and re-organisation, the Company has undertaken periodic comprehensive reviews of its HR policies and amended the same suitably from time to time.

RESEARCH & DEVELOPMENT

Inspite of heavy odds, your Company has continued its Research and Development initiatives and endeavours, keeping in view the long term perspective for growth.

SUBSIDIARY

The audited statements of accounts of DMCC Oil Terminals (Navlakhi) Limited (DOTL), a subsidiary of the Company, for the extended financial year ended 30th September, 2007, together with the reports of its Directors and Auditors are attached to the accounts of the Company, as required under Section 212 of the Companies Act, 1956.

DIRECTORS

During the year under review, Shri R. Kannan, Nominee Director of ICO Bank Ltd, resigned from the Board of Directors, effective 22nd January 2008, consequent upon the withdrawal of his nomination by ICICI Bank Ltd. Mrs. U. D. Morarji also resigned from the Board of Directors, effective 8th December 2008. The Board of Directors place on record their appreciation for the valuable guidance and advice given by both of them to the Company during their long association with the Company as also the contributions made by both of them during the deliberations at the Board meetings.

Shri OB. Nalawala, a Director, is retiring by rotation at the conclusion of the ensuing Annual General Meeting of the Company, scheduled to be held on 9th September, 2009. Although eligible, he does not offer himself for re-appointment. Shri. C. B. Nalawala was on the Board of the Company since March, 2002. The Board of Directors place on record their appreciation for the valuable guidance and advice given by him to the Company, during his long association with the Company as also the contribution made by him during the deliberations at the Board meetings and the Audit Committee meetings during his tenure as a director and Chairman of the Audit Committee, respectively.

The Board of Directors of the Company, at its meeting held on 31st July 2009, has appointed Shri M.T. Ankleshwaria as an additional Director on the Board of Directors of the Company. Shri M.T. Ankleshwaria has indepth knowledge in Finance and Accounting and has been in practice as a Chartered Accountant, for over three decades. Mr. Ankleshwaria is also the Head of Department of Accountancy at N.M.College of Commerce & Economics, Vile Parle (W), Mumbai 56. As per provisions of Section 260 of the Companies Act, 1956, and Article 126 of the Articles of Association of the Company. Shri M.T. Ankleshwaria will hold office of Director upto the date of ensuing Annual General Meeting. Appointment of Shri M.T. Ankleshwaria as a Director liable to retire by rotation is proposed at Sr.No.3 of the Notice of the ensuing Annual General meeting. Your Directors recommend the appointment of Shri M.T. Ankleshwaria, as a Director of your Company.

Shri Dilip Pratapsingh Goculdas was appointed as Managing Director (Agri Business) of the Company for a period of two years with effect from 1st April, 2007. Subject to the approval of the shareholders at the ensuing Annual General meeting, he has now been appointed as Chief Executive Officer (Agri Business) and "Manager" under the Companies Act, 1956, for a period of three years with effect from 1 st April, 2009.

Shri Bimal Lalitsingh Goculdas was appointed as Managing Director (Chemical Business) of the Company for a period of two years with effect from 1st April, 2007. Subject to the approval of the shareholders at the ensuing Annual General meeting, he has now been appointed as Chief Executive Officer (Chemical Business) and "Manager" under the Companies Act, 1956, for a period of three years with effect from 1st April, 2009.

Shri Dilipkumar Nilkanth Vaze was appointed as Executive Director (Finance) of the Company for a period of three years with effect from 1st April, 2006. He has now been appointed as Chief Finance Officer of the Company, with effect from 1st April, 2009.

AUDITORS OBSERVATIONS

1. As regards the Auditors observation regarding the non-compliance of the certain conditions of the revised Corporate Debt Restructuring (CDR) package, the Management is in the process of complying with the same, in due course of time.

2. As regards the Auditors observation regarding non-provision of interest of Rs. 785.82 lacs, the Company has not recognized this interest amount since the banks concerned have not debited the same to the respective accounts of the Company.

3. As regards the Auditors observation regarding recognition of "Deferred Tax Asset" amounting to Rs.2654.15 lacs, the Company, based on the proposed association with a "Strategic Investor", is confident that this proposed association will result in significant additional turnover and profits.

4. As regards the Auditors observation regarding preparing the Annual Accounts on a "Going Concern Basis", notwithstanding the negative net worth of the Company as on 31st March, 2009, the Managements views are as under:

Though the net worth of the Company as on 31st March, 2009 is negative, the Company has prepared Financial Statements for the year ended 31st March, 2009 (eighteen months), on a "Going Concern Basis", since the Company is confident that its profitability will improve in future, in view of the following :

a. a new activity of trading (in various fertilisers & other agri inputs) which the Company will commence in association with a " Strategic investor" after completing OTS of dues to Banks and

b. Continuing efforts by the Company for improving efficiency, restructuring/rationalisation of operations and optimisation of costs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As per Section 217 of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange are given in the prescribed format as an Annexure-I to this report.

PARTICULARS OF EMPLOYEES

During the extended financial year ended 31st March, 2009 there was no employee within the purview of Sec.217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PUBLIC DEPOSITS

Out of deposits which matured during extended financial year ended 31st March, 2009, 173 deposits aggregating to Rs. 22,06,000/- remained unclaimed as on 31st March 2009, of which 1 deposit amounting to Rs. 15,000 has since been claimed and repaid.

AUDITORS

M/s. K S Aiyar & Co., Chartered Accountants, the existing Auditors have, under Section 224 (1-B) of the Companies Act, 1956, furnished a Certificate of their eligibility for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

(i) That in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and the Board of Directors lays strong emphasis on transparency, accountability and integrity. Your Company has adopted a Code of Conduct which is approved by the Board of Directors as required under the Listing Agreement with the Stock Exchange, Mumbai. The Directors and the Management Staff have confirmed their adherence to the provisions of the said code. Your Company has also evolved a Risk Management Policy regarding risk assessment and risk mitigation mechanism, which has been approved by the Board of Directors. A separate report on Corporate Governance is annexed as a part of the Annual Report, along with the Auditors Certificate on its compliance.

ACKNOWLEDGMENTS

The Directors are thankful to your Companys customers, suppliers, contractors, various departments of Central and State Governments, Financial Institutions and Banks for their continued valuable support.

The relations between the employees and the management continue to be cordial. Your Directors place on record their appreciation of the sincere and devoted efforts of the employees at all levels and their continued co-operation, commitment, sense of understanding and sacrifices shown by them during the difficult and critical period which the company is passing through.

Management of your Company is confident that with active co-operation from all employees, the Company will be in a position to overcome this difficult phase.

For and on behalf of the Board

R. M. GOCULDAS

Chairman

Registered Office:

Prospect Chambers, 317/21, Dr. Dadabhoy Naoroji Road, Fort, Mumbai - 400 001.

Date :31st July, 2009.